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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) 

 of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): March 13, 2025

 

 

 

Mallinckrodt plc

(Exact name of registrant as specified in its charter)

 

 

 

Ireland 001-35803 98-1088325
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)

 

College Business & Technology Park, Cruiserath,
Blanchardstown, Dublin 15, Ireland

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: +353 1 696 0000

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨Emerging growth company

 

¨If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

Item 1.01.Entry Into a Material Definitive Agreement.

 

Transaction Agreement

 

On March 13, 2025, Mallinckrodt plc (the “Company” or “Mallinckrodt”), entered into a Transaction Agreement (the “Transaction Agreement”), with Endo, Inc., a Delaware corporation (“Endo”) and Salvare Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”).

 

The Transaction Agreement provides, among other things, and subject to the satisfaction or waiver of the conditions set forth therein, that (a) the memorandum and articles of association of the Company will be amended by means of a scheme of arrangement (the “Articles Scheme Amendment”) under the Companies Act 2014 (the “Scheme”) and shareholder approval; (b) the memorandum and articles of association of the Company will be further amended by shareholder approval following the Articles Scheme Amendment (together with the Articles Scheme Amendment, the “Articles Amendments”); and (c) Merger Sub will merge with and into Endo (such merger, the “business combination” and, together with the Articles Amendments, the “Transaction”), with Endo surviving the business combination as a wholly owned subsidiary of the Company. As a result of the business combination, each share of common stock, par value $0.001 per share, of Endo (“Endo Common Stock”), other than certain excluded shares of Endo Common Stock, will be cancelled and converted into the right to receive a number of ordinary shares of the Company (the “Company Ordinary Shares”) (such number to be determined in accordance with the terms of the Transaction Agreement) and cash consideration (such cash consideration for all shares of Endo Common Stock to be $80.0 million in the aggregate (subject to potential adjustments)) (together, the “Transaction Consideration”). The exchange ratio in the Transaction Agreement will be such that the Company’s shareholders will own 50.1% of the outstanding Company Ordinary Shares as of immediately following the effective time of the business combination.

 

The Board of Directors of the Company (the “Company Board”) has approved the Transaction Agreement and the transactions contemplated thereby, including the issuance of Company Ordinary Shares in the business combination and the Articles Amendments and has recommended that holders of Company Ordinary Shares approve, among other items, the Articles Amendments. The board of directors of Endo (the “Endo Board”) has also approved the Transaction Agreement and the transactions contemplated thereby, including the business combination.

 

Conditions to Closing

 

The completion of the Transaction is subject to the satisfaction or waiver of certain customary conditions to the closing of the Transaction (the “Closing”), including, but not limited to, (i) the approval of the Articles Amendments by the Company’s shareholders; (ii) the adoption of the Transaction Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Endo Common Stock; (iii) the sanction of the Scheme by the High Court of Ireland (iv) the effectiveness of the registration statement for the offer of the Company Ordinary Shares to be issued in the business combination; (v) receipt of certain required regulatory approvals, including but not limited to, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (vi) the absence of any statute, rule or regulation which prohibits or makes illegal the consummation of the Transaction and any order or injunction preventing the consummation of the Transaction; and (vii) the accuracy (subject to certain materiality standards) of the representations and warranties made by the parties and material compliance by the parties with the covenants contained in the Transaction Agreement.

 

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Representations, Warranties and Covenants

 

The Transaction Agreement contains customary representations and warranties of the Company and Endo, in each case generally subject to customary materiality qualifiers. The representations and warranties will not survive closing of the Transaction.

 

Additionally, the Transaction Agreement provides for customary pre-closing covenants of the Company and Endo, including covenants requiring each of the Company and Endo to use commercially reasonable efforts to conduct its respective business in the ordinary course consistent with past practice and refrain from taking certain specified actions without the other party’s consent during the pendency of the Transaction, in each case, subject to specified exceptions.

 

The Transaction Agreement provides that, from the date of the Transaction Agreement until the earlier to occur of the termination of the Transaction Agreement and the Merger Effective Time, the Company and Endo will be subject to customary restrictions on their ability to solicit, initiate or facilitate competing acquisition proposals from third parties and to provide information to, participate in discussions and engage in negotiations with, third parties regarding any competing acquisition proposals, release third parties from standstill obligations, or withdraw, modify or fail to publicly affirm (in certain circumstances) the Company Board or Endo Board’s recommendations in favor of the Transaction, subject to customary exceptions, including to allow the Company and Endo, as applicable, under certain specified circumstances, to provide information to, and participate in discussions and engage in negotiations with, third parties with respect to a competing acquisition proposal, if the Company Board or Endo Board, as applicable, determines in good faith after consultation with its outside legal and financial advisors that such competing acquisition proposal constitutes a superior proposal compared to the Transaction or would reasonably be expected to result in superior proposal. Each of the Company and Endo are required to notify the other of any competing proposal, provide copies of written documentation and written correspondence related to such proposal, and give the other party a customary notice and match period before effecting a change of recommendation.

 

Termination Rights

 

The Transaction Agreement may be terminated under certain circumstances, including (i) by mutual consent of the Company and Endo; (ii) by either the Company or Endo if the approval of the Company’s or Endo’s shareholders for the Transaction is not obtained at their respective shareholder meetings; (iii) by either the Company or Endo if the closing has not occurred by December 15, 2025, subject to two automatic three month extensions, subject to certain conditions, if required regulatory approvals are not obtained; (iv) by either the Company or Endo if there is a final and nonappealable injunction, restraint or prohibition permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction; (v) by the Company if Endo (in the case of termination by the Company) or Endo if the Company (in the case of termination by Endo) breaches or fails to perform in any material respect its covenants or if any of its representations or warranties are inaccurate, such that the conditions to closing for the terminating party fail to be satisfied (subject to a cure period); or (vi) by either party if the board of the other party has made an adverse change to its recommendation that its shareholders vote in favor of the Transaction or if the other party willfully breaches its covenant not to solicit competing proposals.

 

The Company is required to pay Endo a termination fee of $80.2 million if the Transaction Agreement is terminated under certain circumstances, including (i) by Endo if the Company Board has made an adverse change to its recommendation that the Company’s shareholders vote in favor of the Transaction or if the Company has willfully breached its covenant not to solicit competing proposals; (ii) the Transaction Agreement is terminated under certain circumstances, a competing proposal for the acquisition of the Company is announced, and within 12 months of the termination, a competing proposal for the Company is consummated or the Company enters into a definitive agreement providing for a competing acquisition proposal. Endo is required to pay to the Company a termination fee of $83 million if the Transaction Agreement is terminated under similar circumstances, as applicable to Endo. Additionally, the Company is required to pay Endo a termination fee of $30.8 million if either party terminates the Transaction Agreement in a situation where the Company’s shareholders do not approve the Transaction but Endo shareholders have approved the Transaction, while Endo is required to pay the Company a termination fee of $31.9 million in a situation where Endo’s shareholders do not approve the Transaction but the Company’s shareholders have approved the Transaction.

 

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Governance

 

The Transaction Agreement provides that upon completion of the Transaction, Mr. Sigurdur “Siggi” Olafsson, will become the Chief Executive Officer and a member of the Board of Directors of the combined company, and Paul Efron, will serve as the Chair of the Board of Directors of the combined company. The Transaction Agreement also provides that the combined company’s Board of Directors will have a total of nine directors upon the consummation of the Transaction, including three additional directors selected by the Company, three additional directors selected by Endo and a director to be selected by the other eight directors joining the combined company’s Board of Directors (with the post-closing chair of the Board of Directors of the combined company having both a consent right to the appointment and the casting vote in the event of a tie).

 

Financing

 

On March 13, 2025, in connection with the execution of the Transaction Agreement, Endo Finance Holdings, Inc., a subsidiary of Endo, entered into a debt commitment letter (the “Debt Commitment Letter”) with Goldman Sachs Bank USA (“Goldman”) pursuant to which Goldman committed to provide a $500 million incremental term loan facility and a $400 million bridge facility (the “Financing”), subject to customary conditions. Endo must use commercially reasonable efforts to take all actions, and do all things necessary, proper or advisable to obtain the proceeds of the Financing on the terms and subject only to the conditions described in the Debt Commitment Letter on or prior to the Closing. The definitive agreements governing the Financing must be reasonably acceptable to the Company and consistent with the terms and conditions described in the Debt Commitment Letter. Endo may not amend or terminate the Debt Commitment Letter or any definitive agreement without the Company’s prior written consent. If any portion of the Financing becomes unavailable, the Company and Endo must use commercially reasonable efforts to cooperate to arrange and obtain, as promptly as practicable, alternative financing for such portion of the Financing that becomes unavailable. The Company must use commercially reasonable efforts to provide customary cooperation, to the extent reasonably requested by Endo in writing, necessary for the arrangement of the Financing.

 

The Company must use commercially reasonable efforts to deliver customary payoff documentation and facilitate the prepayment, redemption or satisfaction and discharge, as applicable, of its existing senior secured term loan credit facility and senior secured notes at Closing. The Company and Endo must use commercially reasonable efforts to deliver customary payoff documentation and facilitate the prepayment, redemption or satisfaction and discharge, as applicable, of other material indebtedness as agreed by the Company and Endo.

 

Voting Agreements

 

On March 13, 2025, concurrently with the execution of the Transaction Agreement, certain shareholders of the Company and shareholders of Endo have executed voting agreements (collectively, the “Voting Agreements”) in favor of the Company and Endo, pursuant to which the shareholders have agreed, among other things, and subject to the terms and conditions of the respective Voting Agreements, to vote all Company Ordinary Shares and shares of Endo Common Stock, as applicable, owned by them, in favor of the Transaction.

 

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The foregoing descriptions of the Transaction Agreement and Voting Agreements do not purport to be complete and are qualified in their entirety by reference to the actual terms of the Transaction Agreement and forms of the Voting Agreements, copies of which will be filed with the U.S. Securities and Exchange Commission (the “SEC”). The Transaction Agreement and the forms of Voting Agreement have been included to provide investors with information regarding their terms and are not intended to provide any financial or other factual information about the Company, Endo or Merger Sub. In particular, the representations, warranties and covenants contained in the Transaction Agreement (i) were made only for purposes of that agreement and as of specific dates, (ii) were made solely for the benefit of the parties to the Transaction Agreement, (iii) may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Transaction Agreement rather than establishing those matters as facts and (iv) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Transaction Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company. Accordingly, investors should read the representations and warranties in the Transaction Agreement not in isolation but only in conjunction with the other information about the Company and Endo and their respective subsidiaries that the respective companies include in reports, statements and other filings they make with the SEC.

 

Item 7.01Regulation FD Disclosure.

 

On March 13, 2025, the Company issued a press release announcing its entry into the Transaction Agreement. Also on March 13, 2025, the Company made available an investor presentation regarding the proposed transaction. Copies of the press release and investor presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2 respectively, and incorporated herein by reference.

 

Certain shareholders of the Company have entered into confidentiality agreements with the Company.  Pursuant to the confidentiality agreements, the Company has agreed to disclose publicly certain information provided by the Company and its representatives to these shareholders.  The information in this Current Report on Form 8-K, including the shareholder disclosure materials, which is furnished with this Current Report on Form 8-K as Exhibit 99.3 and is incorporated herein by reference, is being furnished, in part, to satisfy the Company’s public disclosure obligations pursuant to the confidentiality agreements.

 

The information contained in Item 7.01 of this report, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this report, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, shall not be incorporated by reference into any filing of the registrant, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

 

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Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit 
Number		   Description
99.1   Press Release, dated March 13, 2025 (furnished under Item 7.01).
99.2   Investor Presentation, dated March 13, 2025 (furnished under Item 7.01).
99.3   Shareholder Disclosure Materials, dated February 25, 2025 (furnished under Item 7.01).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

Information Regarding Forward-Looking Statements

 

Statements in this Current Report on Form 8-K that are not strictly historical (including, among other things, statements regarding the proposed business combination transaction between Mallinckrodt and Endo, Mallinckrodt and Endo’s plans to combine their generics pharmaceuticals businesses and Endo’s sterile injectables business after the close of the proposed business combination and separate that business from the combined company at a later date, the anticipated benefits of the proposed transactions, the anticipated impact of the proposed transactions on the combined company’s business and future financial and operating results, the expected amount and timing of synergies from the proposed transactions, the anticipated closing date for the proposed business combination transaction and any other statements regarding events or developments Mallinckrodt and Endo believe or anticipate will or may occur in the future) may be “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties.

 

There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things:

 

(i) transaction-related risks, including the parties’ ability to successfully integrate our business and Endo’s business and unanticipated costs of such integration, which may result in the combined company not operating as effectively and efficiently as expected; uncertainties related to a future separation of the combined generics pharmaceuticals businesses of Mallinckrodt and Endo and Endo’s sterile injectables business; the risk that the expected benefits and synergies of the proposed transactions may not be fully realized in a timely manner, or at all; the risk associated with Mallinckrodt’s and Endo’s ability to obtain the approval of their shareholders and stockholders, respectively, required to consummate the proposed business combination transaction; uncertainty regarding the timing of the closing of the proposed business combination transaction; the risk that the conditions to the proposed business combination transaction may not be satisfied (or waived to the extent permitted by law) on a timely basis or at all or the failure of the proposed business combination transaction to close for any other reason or to close on the anticipated terms, including the intended tax treatment; the risk that any regulatory approval, consent or authorization that may be required for the proposed business combination transaction may not be obtained or may be obtained subject to conditions that are not anticipated; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed business combination transaction; unanticipated difficulties, liabilities or expenditures relating to the proposed transactions; the effect of the announcement, pendency or completion of the proposed transactions on the parties’ business relationships and business operations generally; certain restrictions on the ability of Mallinckrodt and Endo to pursue certain business activities or strategic transactions during the pendency of the proposed business combination transaction; the effect of the announcement, pendency or completion of the proposed transactions on the long-term value of Mallinckrodt’s ordinary shares and Endo’s common stock; risks that the proposed transactions may disrupt current plans and operations of Mallinckrodt and Endo and their respective management teams and potential difficulties in hiring, retaining and motivating employees as a result of the proposed transactions; risks related to our increased indebtedness as a result of the proposed business combination transaction; significant transaction costs related to the proposed business combination transaction; potential litigation relating to the proposed transactions that could be instituted against Mallinckrodt, Endo or their respective officers or directors; rating agency actions and Mallinckrodt’s and Endo’s ability to access short- and long-term debt markets on a timely and affordable basis; and risks related to the financing in connection with the transaction;

 

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(ii) risks related to Mallinckrodt’s business, including potential changes in Mallinckrodt’s business strategy and performance; Mallinckrodt’s initiative to explore a variety of potential divestiture, financing and other transactional opportunities; the exercise of contingent value rights by the Opioid Master Disbursement Trust II (the “Trust”); governmental investigations and inquiries, regulatory actions, and lawsuits, in each case related to Mallinckrodt or its officers; Mallinckrodt’s contractual and court-ordered compliance obligations that, if violated, could result in penalties; compliance with and restrictions under the global settlement to resolve all opioid-related claims; matters related to Acthar Gel, including the settlement with governmental parties to resolve certain disputes and compliance with and restrictions under the related corporate integrity agreement; the ability to maintain relationships with Mallinckrodt’s suppliers, customers, employees and other third parties following the emergence from the 2023 bankruptcy proceedings; scrutiny from governments, legislative bodies and enforcement agencies related to sales, marketing and pricing practices; pricing pressure on certain of Mallinckrodt’s products due to legal changes or changes in insurers’ or other payers’ reimbursement practices resulting from recent increased public scrutiny of healthcare and pharmaceutical costs; the reimbursement practices of governmental health administration authorities, private health coverage insurers and other third-party payers; complex reporting and payment obligations under the Medicare and Medicaid rebate programs and other governmental purchasing and rebate programs; cost containment efforts of customers, purchasing groups, third-party payers and governmental organizations; changes in or failure to comply with relevant laws and regulations; any undesirable side effects caused by Mallinckrodt’s approved and investigational products, which could limit their commercial profile or result in other negative consequences; Mallinckrodt’s and its partners’ ability to successfully develop, commercialize or launch new products or expand commercial opportunities of existing products, including Acthar Gel (repository corticotropin injection) SelfJect™ and the INOmax Evolve DS delivery system; Mallinckrodt’s ability to successfully identify or discover additional products or product candidates; Mallinckrodt’s ability to navigate price fluctuations and pressures, including the ability to achieve anticipated benefits of price increases of its products; competition; Mallinckrodt’s ability to protect intellectual property rights, including in relation to ongoing and future litigation; limited clinical trial data for Acthar Gel; the timing, expense and uncertainty associated with clinical studies and related regulatory processes; product liability losses and other litigation liability; material health, safety and environmental laws and related liabilities; business development activities or other strategic transactions; attraction and retention of key personnel; the effectiveness of information technology infrastructure, including risks of external attacks or failures; customer concentration; Mallinckrodt’s reliance on certain individual products that are material to its financial performance; Mallinckrodt’s ability to receive sufficient procurement and production quotas granted by the U.S. Drug Enforcement Administration; complex manufacturing processes; reliance on third-party manufacturers and supply chain providers and related market disruptions; conducting business internationally; Mallinckrodt’s significant levels of intangible assets and related impairment testing; natural disasters or other catastrophic events; Mallinckrodt’s substantial indebtedness and settlement obligation, its ability to generate sufficient cash to reduce its indebtedness and its potential need and ability to incur further indebtedness; restrictions contained in the agreements governing Mallinckrodt’s indebtedness and settlement obligation on Mallinckrodt’s operations, future financings and use of proceeds; Mallinckrodt’s variable rate indebtedness; Mallinckrodt’s tax treatment by the Internal Revenue Service under Section 7874 and Section 382 of the Internal Revenue Code of 1986, as amended; future changes to applicable tax laws or the impact of disputes with governmental tax authorities; the impact of Irish laws; the impact on the holders of Mallinckrodt’s ordinary shares if Mallinckrodt were to cease to be a reporting company in the United States; the comparability of Mallinckrodt’s post-emergence financial results and the projections filed with the Bankruptcy Court; and the lack of comparability of Mallinckrodt’s historical financial statements and information contained in its financial statements after the adoption of fresh-start accounting following emergence from the 2023 bankruptcy proceedings; and

 

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(iii) risks related to Endo’s business, including future capital expenditures, expenses, revenues, economic performance, financial conditions, market growth and future prospects; Endo changes in competitive, market or regulatory conditions; changes in legislation or regulations; global political changes, including those related to the new U.S. presidential administration; Endo’s use of artificial intelligence and data science; the ability to obtain and maintain adequate protection for intellectual property rights; the impacts of competition such as those related to XIAFLEX®; the timing and uncertainty of the results of both the research and development and regulatory processes; health care and cost containment reforms, including government pricing, tax and reimbursement policies; litigation; the performance including the approval, introduction and consumer and physician acceptance of current and new products; the performance of third parties upon whom Endo relies for goods and services; issues associated with Endo’s supply chain; Endo’s ability to develop and expand its product pipeline and to launch new products and to continue to develop the market for XIAFLEX® and other branded, sterile injectable or generic products; the effectiveness of advertising and other promotional campaigns; and the timely and successful implementation of business development opportunities and/or any other strategic priorities.

 

The registration statement on Form S-4 and proxy statement/prospectus that will be filed with the Securities and Exchange Commission (the “SEC”) will describe additional risks in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 and proxy statement/prospectus are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Mallinckrodt’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and other filings with the SEC, which are available from the SEC’s website (www.sec.gov) and Mallinckrodt’s website (www.mallinckrodt.com) and Endo’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings with the SEC, which are available from the SEC’s website (www.sec.gov) and Endo’s website (www.endo.com). There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business.

 

The forward-looking statements made herein speak only as of the date hereof and Mallinckrodt and Endo do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law. Given these uncertainties, one should not put undue reliance on any forward-looking statements.

 

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No Offer or Solicitation

 

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

Additional Information about the Combination and Where to Find It

 

In connection with the proposed transaction, Mallinckrodt intends to file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint proxy statement of Mallinckrodt and Endo and that also constitutes a prospectus of Mallinckrodt ordinary shares. Each of Mallinckrodt and Endo may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Mallinckrodt or Endo may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of Mallinckrodt and Endo. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about Mallinckrodt, Endo, and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Mallinckrodt will be available free of charge on Mallinckrodt’s website at https://ir.mallinckrodt.com. Copies of the documents filed with the SEC by Endo will be available free of charge on Endo’s website at https://investor.endo.com.

 

Participants in the Solicitation of Proxies

 

Mallinckrodt, Endo, and certain of their respective directors, executive officers, and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Mallinckrodt, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) Mallinckrodt’s proxy statement for its 2024 Annual Meeting of Shareholders, which was filed with the SEC on April 15, 2024 (and which is available at https://www.sec.gov/Archives/edgar/data/1567892/000110465924046964/tm242936-1_def14a.htm), including under the headings “Corporate Governance”, “Our Director Nominees,” “Board of Directors and Board Committees,” “Compensation of Non-Employee Directors,” “Executive Officers” “Compensation of Executive Officers,” “Pay Versus Performance,” “Security Ownership and Reporting,” “Equity Compensation Plan Information” and “Proposals 1(A) Through 1(E): Election of Directors”, (ii) Mallinckrodt’s Annual Report on Form 10-K for the fiscal year ended December 29, 2023, which was filed with the SEC on March 26, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1567892/000156789224000008/mnk-20231229.htm), including under the headings “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, “Item 13. Certain Relationships and Related Transactions and Director Independence”, and (iii) to the extent holdings of Mallinckrodt’s securities by its directors or executive officers have changed since the amounts set forth in Mallinckrodt’s proxy statement for its 2024 Annual Meeting of Shareholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at EDGAR Search Results (https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001567892&type=&dateb=&owner=only&count=40&search_text=).

 

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Information about the directors and executive officers of Endo, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) Endo’s registration statement on Form S-1, which was filed with the SEC on July 31, 2024 (and which is available at https://www.sec.gov/Archives/edgar/data/2008861/000119312524185328/d15705ds1a.htm), including under the headings “Management,” “Executive and Director Compensation of Endo International plc,” “Certain Relationships and Related Party Transactions,” and “Principal and Registering Stockholders” and (ii) to the extent holdings of Endo’s securities by its directors or executive officers have changed since the amounts set forth in Endo’s S-1 registration statement, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at EDGAR Search Results (https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0002008861&type=&dateb=&owner=only&count=40&search_text=). Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive joint proxy statement/prospectus and will be contained in other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read these materials carefully before making any voting or investment decisions. You may obtain free copies of these documents from Mallinckrodt or Endo using the sources indicated above.

 

Non-GAAP Financial Measures

 

To supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), this press release includes certain financial information of the combined company in this release that are not prescribed by or prepared in accordance with GAAP. We utilize these non-GAAP financial measures as supplements to financial measures determined in accordance with GAAP when evaluating operating performance and we believe that these measures will be used by certain investors to evaluate operating results. We believe that presenting these non-GAAP financial measures provides useful information about performance across reporting periods on a consistent basis by excluding certain items, which may be favorable or unfavorable.

 

Despite the importance of these measures to management in goal setting and performance measurement, these are non-GAAP financial measures that have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to investors. Because of the non-standardized definitions, non-GAAP adjusted EBITDA (unlike GAAP net income and its components) may differ from, and may not be comparable to, the calculation of similar measures of other companies. These non-GAAP financial measures are presented solely to permit investors to more fully understand how management assesses performance.

 

These non-GAAP financial measures should not be viewed in isolation or as substitutes for, or superior to, financial measures calculated in accordance with GAAP. We are not providing reconciliations of projected non-GAAP financial measures to GAAP financial measures, nor are we providing comparable projected GAAP financial measures for such projected non-GAAP financial measures. We are unable to provide such reconciliations without unreasonable efforts due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that could be made for asset impairments, contingent consideration adjustments, legal settlements, gain / loss on extinguishment of debt, adjustments to inventory and other charges reflected in the reconciliation of historic numbers, the amounts of which could be significant.

 

10

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MALLINCKRODT PLC
   
Date:  March 13, 2025 By: /s/ Mark Tyndall
  Name: Mark Tyndall
  Title: Executive Vice President and Chief Legal Officer & Corporate Secretary

 

 

 

Exhibit 99.1

 

Mallinckrodt and Endo to Combine to Create a Global, Scaled, Diversified Pharmaceuticals Leader

 

Transaction Brings Together Two Highly Complementary Businesses to Broaden Patient Access and Develop New Therapies to Address Unmet Patient Needs

 

Combined Company Expected to Benefit from Immediate Scale, Robust Cash Flow and Enhanced Financial Flexibility to Invest in Internal and External Growth Opportunities; Net Leverage of Approximately 2.3x Expected at Close

 

Strategic Combination Expected to Generate at Least $150 Million of Annual Operating Synergies by Year 3 and Approximately $75 Million in Year 1

 

Combined Company Is Expected to Be Listed on the New York Stock Exchange (NYSE)

 

Companies Plan to Operationally Combine Respective Generics Businesses and Endo’s Sterile Injectables Business Following Close of Transaction; Intend to Separate That Combined Business at a Later Date

 

Heavily U.S.-Focused Footprint with Proven Strong Track Records of High Quality and Reliability

 

Companies to Host Joint Conference Call and Webcast Today at 8:00 a.m. ET

 

DUBLIN and MALVERN, Pa., March 13, 2025 – Mallinckrodt plc (“Mallinckrodt”) and Endo, Inc. (OTCQX: NDOI) (“Endo”) today announced that they have entered into a definitive agreement to combine in a stock and cash transaction to create a global, scaled, diversified pharmaceuticals leader.

 

“The combination of Mallinckrodt and Endo brings together two essential pharmaceuticals organizations to accelerate value creation for our shareholders, customers, employees, the patients we serve and our other stakeholders,” said Siggi Olafsson, President and Chief Executive Officer of Mallinckrodt. “Our businesses are highly complementary, with durable, on-market products in our branded portfolios and extensive capabilities across the value chain in our generics businesses. This exciting combination will create a larger and more diversified entity with the scale and resources needed to unlock the full potential of both companies. Additionally, with a strong pro forma balance sheet and compelling synergy opportunities, we will have greater flexibility to invest in innovation and pursue growth opportunities. Endo and Mallinckrodt both have talented teams that put patients first, and I look forward to bringing our organizations together to achieve even greater success.”

 

Mallinckrodt and Endo plan to combine their generic pharmaceuticals businesses and Endo’s sterile injectables business after the close of the transaction and intend to separate that business from the combined company at a later date. Such a separation would be subject to approval by the combined company’s Board of Directors and other conditions.

 

“We believe this combination with Mallinckrodt, along with the subsequent separation of the combined sterile injectables and generics business, presents a unique opportunity to deliver significant shareholder value,” said Scott Hirsch, Interim CEO of Endo. “The combined company will possess a branded business with the scale, cash flow and balance sheet strength to invest in both internal and external growth opportunities, including pursuing commercial-stage assets. Additionally, the stable and robust free cash flow generated by the combined sterile injectables and generics business should enable consistent capital returns to shareholders following its separation.”

 

 

 

 

Strategic and Financial Rationale

 

This combination brings together two highly complementary and synergistic companies to deliver significant strategic and financial benefits:

 

·Scaled and diversified branded pharmaceuticals portfolio: The combined company’s brands portfolio will comprise leading pharmaceutical brands across a range of therapeutic areas, including XIAFLEX® (collagenase clostridium histolyticum), Acthar® Gel (repository corticotropin injection), Terlivaz® (terlipressin), SUPPRELIN® LA (histrelin acetate) and AVEED® (testosterone undecanoate). With this enhanced commercial portfolio, and a strong foundation in rare and orphan diseases, the combined brands business will be poised to deliver strong growth with an attractive cash flow profile.

 

·Enhanced financial flexibility to pursue growth opportunities: The combined company will have a strong balance sheet with net leverage of approximately 2.3x1 expected at close, ample financial flexibility and additional leverage capacity. This will enable the combined company’s strategic focus, including building on its branded platform through near-term business development and long-term innovation, extending its leadership in existing therapeutic areas, and potentially adding capabilities in other strategic therapeutic areas.

 

·Scaled sterile injectables and generics pharmaceuticals business: The combined company’s sterile injectables and generics business will have a complementary product portfolio across multiple delivery technologies, formulations and dosage forms, as well as a leading controlled substances franchise. It will benefit from robust commercial and manufacturing infrastructure, extensive supply chain capabilities and deep expertise in complex, highly regulated products, as well as a strong compliance culture. This business is expected to generate significant free cash flow both immediately and over the long term.

 

·Strong financial profile and compelling synergy opportunities: The combined company is expected to generate pro forma 2025 revenue of $3.6 billion and pro forma 2025 Adjusted EBITDA of $1.2 billion.2 The combined company is expected to generate at least $150 million of annual pre-tax run-rate operating synergies by Year 3, and approximately $75 million of pre-tax synergies in Year 1, driven by business function integration and R&D savings from economies of scale, among other areas.

 

·Heavily U.S.-Focused Footprint: The combined company will have a robust operating footprint, primarily located in the United States and supported by capabilities in Europe, India, Australia and Japan. The combined company will have 17 manufacturing facilities, 30 distribution centers and approximately 5,700 employees at closing.

 

·Experienced teams with specialized expertise: Mallinckrodt and Endo’s teams both possess highly specialized expertise and proven track records of high quality, reliability and compliance across their respective businesses. This includes deep clinical and regulatory expertise to drive approvals of complex drugs and devices, together with experience commercializing complex, highly regulated products.

 

Leadership and Headquarters

 

Upon completion of the transaction, Mr. Olafsson will become President, CEO and a member of the Board of Directors of the combined company, and Paul Efron, a member of the Endo Board of Directors, will serve as Board Chair. The combined company’s Board is expected to have a total of nine directors at close, including three additional directors from Mallinckrodt, three additional directors from Endo and one new director.

 

Additional leadership team appointments and the names of all directors will be announced prior to or in conjunction with the closing of the transaction.

 

 

1 Pro forma net debt / 2025E pro forma Adjusted EBITDA per management guidance, including Year 1 synergies of $75 million (50% of expected annual pre-tax run-rate synergies).

2 2025E pro forma Adjusted EBITDA per management guidance, including Year 1 synergies of $75 million (50% of expected annual pre-tax run-rate synergies).

 

 

 

 

Mallinckrodt’s headquarters in Dublin, Ireland, will serve as the combined company’s global headquarters following the close. The location of the combined company’s U.S. headquarters, as well as the corporate name, will be announced in due course.

 

Transaction Details

 

Under the terms of the agreement, Endo shareholders will receive a total of $80 million in cash (subject to possible adjustment) and Endo shareholders will own 49.9% of the combined company on a pro forma basis. After cash consideration, Mallinckrodt shareholders will own 50.1% of the combined company on a pro forma basis, for an implied pro forma enterprise value of $6.7 billion.3

 

Mallinckrodt will continue as the holding company for the combined business, and Endo will become a wholly-owned subsidiary of Mallinckrodt. Mallinckrodt’s existing senior secured term loans and senior secured notes are expected to be refinanced in connection with the transaction, while Endo’s debt is expected to remain outstanding. Mallinckrodt and Endo will finance the transaction, including the contemplated refinancing, with cash on hand and $900 million of committed financing provided to Endo by Goldman Sachs & Co. LLC.

 

The transaction, which has been approved by the Boards of Directors of both companies, is expected to close in the second half of 2025, subject to approval by shareholders of both companies, regulatory approvals and customary closing conditions.

 

The combined company is expected to be listed on the New York Stock Exchange (NYSE), subject to approval of the combined company’s Board of Directors.

 

Conference Call and Webcast

 

Mallinckrodt and Endo will host a joint conference call today, March 13, at 8:00 a.m. Eastern Time to discuss the proposed transaction and their respective fourth quarter and full year 2024 financial results.

 

The webcast may be accessed through this webcast link or from the Investor Relations section of either company’s website at https://ir.mallinckrodt.com/ and https://investor.endo.com/. To access the call through a conference line, participants may dial 800-836-8184 (U.S. and Canada toll-free) or 646-357-8785 (outside the U.S.). Participants are advised to join 10 minutes prior to the scheduled start time. A replay of the webcast will be available following the event.

 

An investor presentation, which will be referenced during the webcast, is also available from the Investor Relations section of both companies’ websites.

 

In separate press releases today, Mallinckrodt and Endo each reported financial results for fourth quarter and fiscal year 2024. The press releases are available in the Investor Relations sections of the companies' respective websites, and Mallinckrodt has additionally posted its quarterly remarks.

 

As a result of the transaction announcement, Mallinckrodt and Endo will host the joint transaction call in lieu of their previously scheduled fourth quarter and fiscal year earnings calls, each of which were also scheduled to be held at 8:00 a.m. Eastern Time this morning.

 

Advisors

 

Lazard is serving as Mallinckrodt’s financial advisor; Wachtell, Lipton, Rosen & Katz is serving as lead counsel; and Hogan Lovells and Arthur Cox are also serving as legal counsel to Mallinckrodt. Goldman Sachs & Co. LLC is serving as Endo’s financial advisor; Davis Polk & Wardwell LLP is serving as lead counsel; and Paul, Weiss, Rifkind, Wharton & Garrison LLP and A&L Goodbody LLP are also serving as legal counsel to Endo.

 

 

3 Calculated as trading values of Mallinckrodt and Endo common shares as of March 12, 2025 + combined ’24A net debt, not accounting for $80 million cash payment to Endo shareholders.

 

 

 

 

About Mallinckrodt

 

Mallinckrodt is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The Company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, hepatology, nephrology, pulmonology and ophthalmology; neonatal respiratory critical care therapies; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. To learn more about Mallinckrodt, visit www.mallinckrodt.com.

 

Mallinckrodt uses its website as a channel of distribution of important company information, such as press releases, investor presentations and other financial information. It also uses its website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the U.S. Securities and Exchange Commission ("SEC") disclosing the same information. Therefore, investors should look to the Investor Relations page of the website for important and time-critical information. Visitors to the website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investor Relations page of the website.

 

About Endo

 

Endo is a diversified pharmaceutical company boldly transforming insights into life-enhancing therapies. Our passionate team members collaborate to develop and deliver these essential medicines. Together, we are committed to helping everyone we serve live their best life. Learn more at www.endo.com or connect with us on LinkedIn.

 

No Offer or Solicitation

 

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

Additional Information about the Combination and Where to Find It

 

In connection with the proposed transaction, Mallinckrodt intends to file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint proxy statement of Mallinckrodt and Endo and that also constitutes a prospectus of Mallinckrodt ordinary shares. Each of Mallinckrodt and Endo may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Mallinckrodt or Endo may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of Mallinckrodt and Endo. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about Mallinckrodt, Endo, and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Mallinckrodt will be available free of charge on Mallinckrodt’s website at https://ir.mallinckrodt.com. Copies of the documents filed with the SEC by Endo will be available free of charge on Endo’s website at https://investor.endo.com.

 

 

 

 

Participants in the Solicitation of Proxies

 

Mallinckrodt, Endo, and certain of their respective directors, executive officers, and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Mallinckrodt, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) Mallinckrodt’s proxy statement for its 2024 Annual Meeting of Shareholders, which was filed with the SEC on April 15, 2024 (and which is available at https://www.sec.gov/Archives/edgar/data/1567892/000110465924046964/tm242936-1_def14a.htm), including under the headings “Corporate Governance”, “Our Director Nominees,” “Board of Directors and Board Committees,” “Compensation of Non-Employee Directors,” “Executive Officers” “Compensation of Executive Officers,” “Pay Versus Performance,” “Security Ownership and Reporting,” “Equity Compensation Plan Information” and “Proposals 1(A) Through 1(E): Election of Directors”, (ii) Mallinckrodt’s Annual Report on Form 10-K for the fiscal year ended December 29, 2023, which was filed with the SEC on March 26, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1567892/000156789224000008/mnk-20231229.htm), including under the headings “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, “Item 13. Certain Relationships and Related Transactions and Director Independence”, and (iii) to the extent holdings of Mallinckrodt’s securities by its directors or executive officers have changed since the amounts set forth in Mallinckrodt’s proxy statement for its 2024 Annual Meeting of Shareholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at EDGAR Search Results (https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001567892&type=&dateb=&owner=only&count=40&search_text=).

 

Information about the directors and executive officers of Endo, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) Endo’s registration statement on Form S-1, which was filed with the SEC on July 31, 2024 (and which is available at https://www.sec.gov/Archives/edgar/data/2008861/000119312524185328/d15705ds1a.htm), including under the headings “Management,” “Executive and Director Compensation of Endo International plc,” “Certain Relationships and Related Party Transactions,” and “Principal and Registering Stockholders” and (ii) to the extent holdings of Endo’s securities by its directors or executive officers have changed since the amounts set forth in Endo’s S-1 registration statement, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at EDGAR Search Results (https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0002008861&type=&dateb=&owner=only&count=40&search_text=). Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive joint proxy statement/prospectus and will be contained in other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read these materials carefully before making any voting or investment decisions. You may obtain free copies of these documents from Mallinckrodt or Endo using the sources indicated above.

 

 

 

 

Information Regarding Forward-Looking Statements

 

Statements in this press release that are not strictly historical (including, among other things, statements regarding the proposed business combination transaction between Mallinckrodt and Endo, Mallinckrodt and Endo’s plans to combine their generics pharmaceuticals businesses and Endo’s sterile injectables business after the close of the proposed business combination and separate that business from the combined company at a later date, the anticipated benefits of the proposed transactions, the anticipated impact of the proposed transactions on the combined company’s business and future financial and operating results, the expected amount and timing of synergies from the proposed transactions, the anticipated closing date for the proposed business combination transaction and any other statements regarding events or developments Mallinckrodt and Endo believe or anticipate will or may occur in the future) may be “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties.

 

There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things:

 

(i)transaction-related risks, including the parties’ ability to successfully integrate our business and Endo’s business and unanticipated costs of such integration, which may result in the combined company not operating as effectively and efficiently as expected; uncertainties related to a future separation of the combined generics pharmaceuticals businesses of Mallinckrodt and Endo and Endo’s sterile injectables business; the risk that the expected benefits and synergies of the proposed transactions may not be fully realized in a timely manner, or at all; the risk associated with Mallinckrodt’s and Endo’s ability to obtain the approval of their shareholders and stockholders, respectively, required to consummate the proposed business combination transaction; uncertainty regarding the timing of the closing of the proposed business combination transaction; the risk that the conditions to the proposed business combination transaction may not be satisfied (or waived to the extent permitted by law) on a timely basis or at all or the failure of the proposed business combination transaction to close for any other reason or to close on the anticipated terms, including the intended tax treatment; the risk that any regulatory approval, consent or authorization that may be required for the proposed business combination transaction may not be obtained or may be obtained subject to conditions that are not anticipated; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed business combination transaction; unanticipated difficulties, liabilities or expenditures relating to the proposed transactions; the effect of the announcement, pendency or completion of the proposed transactions on the parties’ business relationships and business operations generally; certain restrictions on the ability of Mallinckrodt and Endo to pursue certain business activities or strategic transactions during the pendency of the proposed business combination transaction; the effect of the announcement, pendency or completion of the proposed transactions on the long-term value of Mallinckrodt’s ordinary shares and Endo’s common stock; risks that the proposed transactions may disrupt current plans and operations of Mallinckrodt and Endo and their respective management teams and potential difficulties in hiring, retaining and motivating employees as a result of the proposed transactions; risks related to our increased indebtedness as a result of the proposed business combination transaction; significant transaction costs related to the proposed business combination transaction; potential litigation relating to the proposed transactions that could be instituted against Mallinckrodt, Endo or their respective officers or directors; rating agency actions and Mallinckrodt’s and Endo’s ability to access short- and long-term debt markets on a timely and affordable basis; and risks related to the financing in connection with the transaction;

 

 

 

 

(ii)risks related to Mallinckrodt’s business, including potential changes in Mallinckrodt’s business strategy and performance; Mallinckrodt’s initiative to explore a variety of potential divestiture, financing and other transactional opportunities; the exercise of contingent value rights by the Opioid Master Disbursement Trust II (the “Trust”); governmental investigations and inquiries, regulatory actions, and lawsuits, in each case related to Mallinckrodt or its officers; Mallinckrodt’s contractual and court-ordered compliance obligations that, if violated, could result in penalties; compliance with and restrictions under the global settlement to resolve all opioid-related claims; matters related to Acthar Gel, including the settlement with governmental parties to resolve certain disputes and compliance with and restrictions under the related corporate integrity agreement; the ability to maintain relationships with Mallinckrodt’s suppliers, customers, employees and other third parties following the emergence from the 2023 bankruptcy proceedings; scrutiny from governments, legislative bodies and enforcement agencies related to sales, marketing and pricing practices; pricing pressure on certain of Mallinckrodt’s products due to legal changes or changes in insurers’ or other payers’ reimbursement practices resulting from recent increased public scrutiny of healthcare and pharmaceutical costs; the reimbursement practices of governmental health administration authorities, private health coverage insurers and other third-party payers; complex reporting and payment obligations under the Medicare and Medicaid rebate programs and other governmental purchasing and rebate programs; cost containment efforts of customers, purchasing groups, third-party payers and governmental organizations; changes in or failure to comply with relevant laws and regulations; any undesirable side effects caused by Mallinckrodt’s approved and investigational products, which could limit their commercial profile or result in other negative consequences; Mallinckrodt’s and its partners’ ability to successfully develop, commercialize or launch new products or expand commercial opportunities of existing products, including Acthar Gel (repository corticotropin injection) SelfJect™ and the INOmax Evolve DS delivery system; Mallinckrodt’s ability to successfully identify or discover additional products or product candidates; Mallinckrodt’s ability to navigate price fluctuations and pressures, including the ability to achieve anticipated benefits of price increases of its products; competition; Mallinckrodt’s ability to protect intellectual property rights, including in relation to ongoing and future litigation; limited clinical trial data for Acthar Gel; the timing, expense and uncertainty associated with clinical studies and related regulatory processes; product liability losses and other litigation liability; material health, safety and environmental laws and related liabilities; business development activities or other strategic transactions; attraction and retention of key personnel; the effectiveness of information technology infrastructure, including risks of external attacks or failures; customer concentration; Mallinckrodt’s reliance on certain individual products that are material to its financial performance; Mallinckrodt’s ability to receive sufficient procurement and production quotas granted by the U.S. Drug Enforcement Administration; complex manufacturing processes; reliance on third-party manufacturers and supply chain providers and related market disruptions; conducting business internationally; Mallinckrodt’s significant levels of intangible assets and related impairment testing; natural disasters or other catastrophic events; Mallinckrodt’s substantial indebtedness and settlement obligation, its ability to generate sufficient cash to reduce its indebtedness and its potential need and ability to incur further indebtedness; restrictions contained in the agreements governing Mallinckrodt’s indebtedness and settlement obligation on Mallinckrodt’s operations, future financings and use of proceeds; Mallinckrodt’s variable rate indebtedness; Mallinckrodt’s tax treatment by the Internal Revenue Service under Section 7874 and Section 382 of the Internal Revenue Code of 1986, as amended; future changes to applicable tax laws or the impact of disputes with governmental tax authorities; the impact of Irish laws; the impact on the holders of Mallinckrodt’s ordinary shares if Mallinckrodt were to cease to be a reporting company in the United States; the comparability of Mallinckrodt’s post-emergence financial results and the projections filed with the Bankruptcy Court; and the lack of comparability of Mallinckrodt’s historical financial statements and information contained in its financial statements after the adoption of fresh-start accounting following emergence from the 2023 bankruptcy proceedings; and

 

 

 

 

(iii)risks related to Endo’s business, including future capital expenditures, expenses, revenues, economic performance, financial conditions, market growth and future prospects; Endo changes in competitive, market or regulatory conditions; changes in legislation or regulations; global political changes, including those related to the new U.S. presidential administration; Endo’s use of artificial intelligence and data science; the ability to obtain and maintain adequate protection for intellectual property rights; the impacts of competition such as those related to XIAFLEX®; the timing and uncertainty of the results of both the research and development and regulatory processes; health care and cost containment reforms, including government pricing, tax and reimbursement policies; litigation; the performance including the approval, introduction and consumer and physician acceptance of current and new products; the performance of third parties upon whom Endo relies for goods and services; issues associated with Endo’s supply chain; Endo’s ability to develop and expand its product pipeline and to launch new products and to continue to develop the market for XIAFLEX® and other branded, sterile injectable or generic products; the effectiveness of advertising and other promotional campaigns; and the timely and successful implementation of business development opportunities and/or any other strategic priorities.

 

The registration statement on Form S-4 and proxy statement/prospectus that will be filed with the Securities and Exchange Commission (the “SEC”) will describe additional risks in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 and proxy statement/prospectus are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Mallinckrodt’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and other filings with the SEC, which are available from the SEC’s website (www.sec.gov) and Mallinckrodt’s website (www.mallinckrodt.com) and Endo’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings with the SEC, which are available from the SEC’s website (www.sec.gov) and Endo’s website (www.endo.com). There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business.

 

The forward-looking statements made herein speak only as of the date hereof and Mallinckrodt and Endo do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law. Given these uncertainties, one should not put undue reliance on any forward-looking statements.

 

Non-GAAP Financial Measures

 

To supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), this press release includes certain financial information of the combined company in this release that are not prescribed by or prepared in accordance with GAAP. We utilize these non-GAAP financial measures as supplements to financial measures determined in accordance with GAAP when evaluating operating performance and we believe that these measures will be used by certain investors to evaluate operating results. We believe that presenting these non-GAAP financial measures provides useful information about performance across reporting periods on a consistent basis by excluding certain items, which may be favorable or unfavorable.

 

Despite the importance of these measures to management in goal setting and performance measurement, these are non-GAAP financial measures that have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to investors. Because of the non-standardized definitions, non-GAAP adjusted EBITDA (unlike GAAP net income and its components) may differ from, and may not be comparable to, the calculation of similar measures of other companies. These non-GAAP financial measures are presented solely to permit investors to more fully understand how management assesses performance.

 

These non-GAAP financial measures should not be viewed in isolation or as substitutes for, or superior to, financial measures calculated in accordance with GAAP. We are not providing reconciliations of projected non-GAAP financial measures to GAAP financial measures, nor are we providing comparable projected GAAP financial measures for such projected non-GAAP financial measures. We are unable to provide such reconciliations without unreasonable efforts due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that could be made for asset impairments, contingent consideration adjustments, legal settlements, gain / loss on extinguishment of debt, adjustments to inventory and other charges reflected in the reconciliation of historic numbers, the amounts of which could be significant.

 

 

 

 

Mallinckrodt Contacts

 

Investor Relations 
Derek Belz
Vice President, Investor Relations
314-654-3950
derek.belz@mallinckrodt.com

 

Media
Michael Freitag / Aaron Palash / Aura Reinhard
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

 

Government Affairs & Patient Advocacy

Derek Naten

Vice President, Government Affairs

202-459-4143

derek.naten@mallinckrodt.com

 

Endo Contacts

 

Investor Relations 
Juan Avendano

investor.relations@endo.com

 

Media
Linda Huss

media.relations@endo.com

 

 

 
Exhibit 99.2
 

GRAPHIC

Creating a Global, Scaled, Diversified Pharmaceuticals Leader 1 March 13, 2025

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Disclosures No Offer or Solicitation This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Additional Information about the Combination and Where to Find It In connection with the proposed transaction, Mallinckrodt intends to file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint proxy statement of Mallinckrodt and Endo and that also constitutes a prospectus of Mallinckrodt ordinary shares. Each of Mallinckrodt and Endo may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Mallinckrodt or Endo may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of Mallinckrodt and Endo. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about Mallinckrodt, Endo, and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Mallinckrodt will be available free of charge on Mallinckrodt’s website at https://ir.mallinckrodt.com. Copies of the documents filed with the SEC by Endo will be available free of charge on Endo’s website at https://investor.endo.com. Participants in the Solicitation of Proxies Mallinckrodt, Endo, and certain of their respective directors, executive officers, and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Mallinckrodt, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) Mallinckrodt’s proxy statement for its 2024 Annual Meeting of Shareholders, which was filed with the SEC on April 15, 2024 (and which is available at https://www.sec.gov/Archives/edgar/data/1567892/000110465924046964/tm242936-1_def14a.htm), including under the headings “Corporate Governance”, “Our Director Nominees,” “Board of Directors and Board Committees,” “Compensation of Non-Employee Committees,” “Executive officers” “Compensation of Executive Officers,” “Pay Versus Performance,” “Security Ownership and Reporting,” “Equity Compensation Plan Information” and “Proposals 1(A) Through 1(E): Election of Directors”, (ii) Mallinckrodt’s Annual Report on Form 10-K for the fiscal year ended December 29, 2023, which was filed with the SEC on March 26, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1567892/000156789224000008/mnk-20231229.htm), including under the headings “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, “Item 13. Certain Relationships and Related Transactions and Director Independence”, and (iii) to the extent holdings of Mallinckrodt’s securities by its directors or executive officers have changed since the amounts set forth in Mallinckrodt’s proxy statement for its 2024 Annual Meeting of Shareholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at EDGAR Search Results (https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001567892&type=&dateb=&owner=only&count=40&search_text=). Information about the directors and executive officers of Endo, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) Endo’s registration statement on Form S-1, which was filed with the SEC on July 31, 2024 (and which is available at https://www.sec.gov/Archives/edgar/data/2008861/000119312524185328/d15705ds1a.htm), including under the headings “Management,” “Executive and Director Compensation of Endo International plc,” “Certain Relationships and Related Party Transactions,” and “Principal and Registering Stockholders” and (ii) to the extent holdings of Endo’s securities by its directors or executive officers have changed since the amounts set forth in Endo’s S-1 registration statement, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at EDGAR Search Results (https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0002008861&type=&dateb=&owner=only&count=40&search_text=). Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive joint proxy statement/prospectus and will be contained in other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read these materials carefully before making any voting or investment decisions. You may obtain free copies of these documents from Mallinckrodt or Endo using the sources indicated above. Information Regarding Forward-Looking Statements Statements in this press release that are not strictly historical (including, among other things, statements regarding the proposed business combination transaction between Mallinckrodt and Endo, Mallinckrodt and Endo’s plans to combine their generics pharmaceuticals businesses and Endo’s sterile injectables business after the close of the proposed business combination and separate that business from the combined company at a later date, the anticipated benefits of the proposed transactions, the anticipated impact of the proposed transactions on the combined company’s business and future financial and operating results, the expected amount and timing of synergies from the proposed transactions, the anticipated closing date for the proposed business combination transaction and any other statements regarding events or developments Mallinckrodt and Endo believe or anticipate will or may occur in the future) may be “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties. 2

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Disclosures There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: (i) transaction-related risks, including the parties’ ability to successfully integrate our business and Endo’s business and unanticipated costs of such integration, which may result in the combined company not operating as effectively and efficiently as expected; uncertainties related to a future separation of the combined generics pharmaceuticals businesses of Mallinckrodt and Endo and Endo’s sterile injectables business; the risk that the expected benefits and synergies of the proposed transactions may not be fully realized in a timely manner, or at all; the risk associated with Mallinckrodt’s and Endo’s ability to obtain the approval of their shareholders and stockholders, respectively, required to consummate the proposed business combination transaction; uncertainty regarding the timing of the closing of the proposed business combination transaction; the risk that the conditions to the proposed business combination transaction may not be satisfied (or waived to the extent permitted by law) on a timely basis or at all or the failure of the proposed business combination transaction to close for any other reason or to close on the anticipated terms, including the intended tax treatment; the risk that any regulatory approval, consent or authorization that may be required for the proposed business combination transaction may not be obtained or may be obtained subject to conditions that are not anticipated; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed business combination transaction; unanticipated difficulties, liabilities or expenditures relating to the proposed transactions; the effect of the announcement, pendency or completion of the proposed transactions on the parties’ business relationships and business operations generally; certain restrictions on the ability of Mallinckrodt and Endo to pursue certain business activities or strategic transactions during the pendency of the proposed business combination transaction; the effect of the announcement, pendency or completion of the proposed transactions on the long-term value of Mallinckrodt’s ordinary shares and Endo’s common stock; risks that the proposed transactions may disrupt current plans and operations of Mallinckrodt and Endo and their respective management teams and potential difficulties in hiring, retaining and motivating employees as a result of the proposed transactions; risks related to our increased indebtedness as a result of the proposed business combination transaction; significant transaction costs related to the proposed business combination transaction; potential litigation relating to the proposed transactions that could be instituted against Mallinckrodt, Endo or their respective officers or directors; rating agency actions and Mallinckrodt’s and Endo’s ability to access short- and long-term debt markets on a timely and affordable basis; and risks related to the financing in connection with the transaction; (ii) risks related to Mallinckrodt’s business, including potential changes in Mallinckrodt’s business strategy and performance; Mallinckrodt’s initiative to explore a variety of potential divestiture, financing and other transactional opportunities; the exercise of contingent value rights by the Opioid Master Disbursement Trust II (the “Trust”); governmental investigations and inquiries, regulatory actions, and lawsuits, in each case related to Mallinckrodt or its officers; Mallinckrodt’s contractual and court-ordered compliance obligations that, if violated, could result in penalties; compliance with and restrictions under the global settlement to resolve all opioid-related claims; matters related to Acthar Gel, including the settlement with governmental parties to resolve certain disputes and compliance with and restrictions under the related corporate integrity agreement; the ability to maintain relationships with Mallinckrodt’s suppliers, customers, employees and other third parties following the emergence from the 2023 bankruptcy proceedings; scrutiny from governments, legislative bodies and enforcement agencies related to sales, marketing and pricing practices; pricing pressure on certain of Mallinckrodt’s products due to legal changes or changes in insurers’ or other payers’ reimbursement practices resulting from recent increased public scrutiny of healthcare and pharmaceutical costs; the reimbursement practices of governmental health administration authorities, private health coverage insurers and other third-party payers; complex reporting and payment obligations under the Medicare and Medicaid rebate programs and other governmental purchasing and rebate programs; cost containment efforts of customers, purchasing groups, third-party payers and governmental organizations; changes in or failure to comply with relevant laws and regulations; any undesirable side effects caused by Mallinckrodt’s approved and investigational products, which could limit their commercial profile or result in other negative consequences; Mallinckrodt’s and its partners’ ability to successfully develop, commercialize or launch new products or expand commercial opportunities of existing products, including Acthar Gel (repository corticotropin injection) SelfJect and the INOmax Evolve DS delivery system; Mallinckrodt’s ability to successfully identify or discover additional products or product candidates; Mallinckrodt’s ability to navigate price fluctuations and pressures, including the ability to achieve anticipated benefits of price increases of its products; competition; Mallinckrodt’s ability to protect intellectual property rights, including in relation to ongoing and future litigation; limited clinical trial data for Acthar Gel; the timing, expense and uncertainty associated with clinical studies and related regulatory processes; product liability losses and other litigation liability; material health, safety and environmental laws and related liabilities; business development activities or other strategic transactions; attraction and retention of key personnel; the effectiveness of information technology infrastructure, including risks of external attacks or failures; customer concentration; Mallinckrodt’s reliance on certain individual products that are material to its financial performance; Mallinckrodt’s ability to receive sufficient procurement and production quotas granted by the U.S. Drug Enforcement Administration; complex manufacturing processes; reliance on third-party manufacturers and supply chain providers and related market disruptions; conducting business internationally; Mallinckrodt’s significant levels of intangible assets and related impairment testing; natural disasters or other catastrophic events; Mallinckrodt’s substantial indebtedness and settlement obligation, its ability to generate sufficient cash to reduce its indebtedness and its potential need and ability to incur further indebtedness; restrictions contained in the agreements governing Mallinckrodt’s indebtedness and settlement obligation on Mallinckrodt’s operations, future financings and use of proceeds; Mallinckrodt’s variable rate indebtedness; Mallinckrodt’s tax treatment by the Internal Revenue Service under Section 7874 and Section 382 of the Internal Revenue Code of 1986, as amended; future changes to applicable tax laws or the impact of disputes with governmental tax authorities; the impact of Irish laws; the impact on the holders of Mallinckrodt’s ordinary shares if Mallinckrodt were to cease to be a reporting company in the United States; the comparability of Mallinckrodt’s post-emergence financial results and the projections filed with the Bankruptcy Court; and the lack of comparability of Mallinckrodt’s historical financial statements and information contained in its financial statements after the adoption of fresh-start accounting following emergence from the 2023 bankruptcy proceedings; and (iii) risks related to Endo’s business, including future capital expenditures, expenses, revenues, economic performance, financial conditions, market growth and future prospects; Endo changes in competitive, market or regulatory conditions; changes in legislation or regulations; global political changes, including those related to the new U.S. presidential administration; Endo’s use of artificial intelligence and data science; the ability to obtain and maintain adequate protection for intellectual property rights; the impacts of competition such as those related to XIAFLEX®; the timing and uncertainty of the results of both the research and development and regulatory processes; health care and cost containment reforms, including government pricing, tax and reimbursement policies; litigation; the performance including the approval, introduction and consumer and physician acceptance of current and new products; the performance of third parties upon whom Endo relies for goods and services; issues associated with Endo’s supply chain; Endo’s ability to develop and expand its product pipeline and to launch new products and to continue to develop the market for XIAFLEX® and other branded, sterile injectable or generic products; the effectiveness of advertising and other promotional campaigns; and the timely and successful implementation of business development opportunities and/or any other strategic priorities. The registration statement on Form S-4 and proxy statement/prospectus that will be filed with the Securities and Exchange Commission (the “SEC”) will describe additional risks in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 and proxy statement/prospectus are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Mallinckrodt’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and other filings with the SEC, which are available from the SEC’s website (www.sec.gov) and Mallinckrodt’s website (www.mallinckrodt.com) and Endo’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings with the SEC, which are available from the SEC’s website (www.sec.gov) and Endo’s website (www.endo.com). There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. The forward-looking statements made herein speak only as of the date hereof and Mallinckrodt and Endo do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law. Given these uncertainties, one should not put undue reliance on any forward-looking statements. 3

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Today’s Speakers & Agenda 4 Siggi Olafsson Mallinckrodt President & CEO Bryan Reasons Mallinckrodt CFO Mark Bradley Endo CFO Scott Hirsch Endo Interim CEO 1 Strategic Rationale Transaction Structure & Terms Combined Portfolio Potential Synergies Growth Opportunities 2 3 4 5

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Compelling Strategic Rationale Scaled and diversified branded pharmaceuticals portfolio Scaled generics business with a broad product portfolio Increased strategic and financial flexibility 5 Specialized and experienced team with strong compliance culture Meaningful synergy opportunities Strong balance sheet $6.7bn Combined Pro Forma Enterprise Value1 $3.6bn Combined Pro Forma Revenue3 $150mm+ Annual Operating Pre-Tax Synergies by Year 3 $1.2bn 34% Margin Combined Pro Forma Adj. EBITDA2 2.3x Combined Pro Forma Leverage4 Note: Pro forma values represent 2025E per management guidance. 1. Calculated as trading values of Mallinckrodt and Endo common shares as of March 12, 2025 + combined ’24A net debt, not accounting for $80mm cash payment to Endo shareholders. 2. ‘25E combined pro forma adj. EBITDA per management guidance including year 1 synergies of $75 million (50% of expected annual pre-tax run-rate synergies). 3. ‘25E combined pro forma revenue per management guidance. 4. Implied pro forma leverage post-refinancing.

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Headquarters: Dublin, IRL Headquarters: Malvern, PA Annual 2024 • Net Revenue1 : $1.7bn • Adj. EBITDA1 : $464mm • Employees: ~2,700 • Net Revenue1 : $1.7bn • Adj. EBITDA1 : $637mm • Employees: ~3,000 Liquidity2 • Net Debt: $0.5bn • 2024 Net Leverage: 0.8x3 • Net Debt: $2.1bn • 2024 Net Leverage: 3.3x3 Product Highlights • Leading brands portfolio, including Acthar® Gel, INOmax®, and Terlivaz® • Diversified portfolio of high-quality generic drugs and APIs • Leading brands, including XIAFLEX®, SUPPRELIN® LA, and AVEED® • Broad portfolio of sterile injectables, ~40 on-market-hospital-based products and pipeline of 40+ projects Revenue by Business Combination of Two Durable Portfolios 6 Acthar, 28% INOmax, 15% Terlivaz, 1% Other Brands, 4% Generics, 35% API, 17% XIAFLEX, 29% Other Brands, 21% Sterile Injectables, 21% Generics, 29% Note: Figures represent 2024A. 1. Mallinckrodt revenue and adj. EBITDA figures without Therakos Business; Endo revenue and adj. EBITDA figures including International Business. 2. Liquidity metrics as of December 31, 2024. Net leverage calculated as net debt / ‘24A adj. EBITDA. 3. 0.8x Mallinckrodt leverage based on ‘24A adj. EBITDA of $604mm with Therakos Business. 3.3x Endo leverage based on ’24A adj. EBITDA including International Business.

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Transaction Structure 7 Combined Company Sterile Injectables and Generics Business Brands Business Step 1 Step 2 Creating 2 separate entities: 1 A leading, scaled brands business 2 A focused sterile injectables & generics business to be separated post-transaction

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Key Transaction Terms Transaction Structure, Consideration & Ownership • Mallinckrodt will be the parent entity of the combined group and Mallinckrodt shareholders will own 50.1% and Endo shareholders will own 49.9% of the combined company • Endo shareholders to receive Mallinckrodt stock and $80mm in cash • Implied pro forma enterprise value of $6.7 billion1 Management & Board • Siggi Olafsson, current Mallinckrodt CEO, will serve as President, CEO and a member of the Board of Directors of the combined company • Paul Efron, current Endo Board member, will serve as Board Chair • Combined Company’s Board is expected to have 9 directors at close (4 from Mallinckrodt, 4 from Endo, 1 new director) Closing • Transaction expected to close in the second half of 2025 • Subject to Mallinckrodt and Endo shareholder approvals, regulatory approvals and other customary closing conditions Financing & Capital Structure • Pro forma total debt of $3.4bn and net debt of $2.8bn • Pro Forma Net Debt / Adj. EBITDA of 2.3x2 • Existing Mallinckrodt term loan and notes expected to be repaid at closing • $900mm of committed financing provided by Goldman Sachs & Co LLC to optimize capital structure Separation of Sterile Injectables & Generics • Separate Endo’s sterile injectables business and Mallinckrodt and Endo’s generic pharmaceutical businesses, following closing of the transaction, subject to customary conditions Other Terms • Global HQ in Dublin, Ireland; U.S. HQ and combined company name to be announced later 8 1. Calculated as trading values of Mallinckrodt and Endo common shares as of March 12, 2025 + combined ’24A net debt, not accounting for $80mm cash payment to Endo shareholders. 2. Pro forma net debt / ‘25E pro forma adj. EBITDA per management guidance, including year 1 synergies of $75 million (50% of expected annual pre-tax run-rate synergies). Implied pro forma leverage post-refinancing.

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Combined Company Creates a Scaled and Diversified Branded Portfolio… 9 Creates a pure play branded business Increased financial flexibility to drive strategic agenda Scaled platform that can be expanded through M&A Enhanced commercial position to pursue strategic opportunities Diversified pharma business of scale led by key brands XIAFLEX® and Acthar® Gel $1.7bn Pro Forma ‘24A Revenue1 Note: 2024A revenue figure represents combined brands businesses. 1. Pro forma ‘24A revenue without Mallinckrodt’s Therakos Business and including Endo’s International Business. Experienced team with strong quality and compliance culture

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…As Well as a Scaled Sterile Injectables and Generic Pharmaceuticals Business 10 Broad product portfolio spanning multiple delivery technologies, formulations and dosage forms, as well as a leading controlled substances franchise Benefits from robust commercial capabilities, established manufacturing infrastructure and extensive supply chain capabilities Deep expertise in complex, highly regulated products Track record of high quality, reliability and compliance Backwards integration into API Expected to be highly profitable and generate strong free cash flow Gx Finished Doses and API 80+ Gx Products and 40+ Sterile Injectables $1.7bn Pro Forma ‘24A Revenue Note: 2024A Revenue figure represents combined sterile injectables and generics businesses.

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Heavily U.S. Focused Combined Footprint 11 Administrative Offices Manufacturing Regional Service Centers 5,700 Total Employees 17 Combined Manufacturing Facilities 30 Combined Distribution Centers Note: Figures as of March 12, 2025. 8 U.S. Manufacturing Facilities Branded Corp. and/or shared site Generics Other Sterile Injectables 4 U.S. Manufacturing Facilities Europe India Australia Japan

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Develop additional capabilities across strategic therapeutic areas Enhanced Financial Flexibility Creates Avenue to Pursue Branded Growth Opportunities 12 Expand foundation to become a leader in areas of significant unmet need Grow branded platform through business development Drive long-term growth through continued innovation within branded platform +

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Separation of sterile injectables and generics business would enable consistent return of capital to shareholders through stable, strong free cash flow Compelling Rationale to Drive Future Growth 13 Portfolio of well-established, diversified branded pharmaceuticals with room to grow Immediate scale, robust cash flow and enhanced financial flexibility U.S. focused combined footprint supported by global infrastructure network Expected to generate in excess of $150mm of annual pre-tax run-rate synergies Scaled generics business with complementary product portfolios spanning multiple dosage forms and delivery technologies Well positioned to invest in internal and external growth opportunities 1 5 2 3 4 + 6 7

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14 Appendix

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Non-GAAP Definitions Mallinckrodt Adjusted EBITDA Adjusted EBITDA represents net income or loss prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and adjusted for certain items that management believes are not reflective of the operational performance of the business. Adjustments to GAAP amounts include, as applicable to each measure, interest expense, net; income taxes; depreciation; amortization from intangible assets and right-of use asset resulting from finance leases; restructuring charges, net; non-restructuring impairment charges; inventory step-up expense; discontinued operations; changes in fair value of contingent consideration obligations; significant legal and environmental charges; divestitures; liabilities management and separation costs; losses on debt extinguishment, net; unrealized gain or loss on equity investment; reorganization items, net; share-based compensation; fresh-start inventory related expenses; and other items identified by the Company. Net Debt Net debt reflects total debt principal outstanding and undiscounted finance lease liabilities on a GAAP basis less cash and cash equivalents (unrestricted cash) on a GAAP basis. Endo Adjusted EBITDA EBITDA represents Net income (loss) before Interest expense, net; Income tax expense; Depreciation; and Amortization, each prepared in accordance with GAAP. Adjusted EBITDA further adjusts EBITDA by excluding those items enumerated above under the heading “Adjusted net income,” without duplication, and stock-based compensation costs. Adjusted net income, Adjusted Gross Profit and Adjusted Operating Expenses Adjusted net income, Adjusted Gross Profit and Adjusted Operating Expenses are presented as non-GAAP measures and are reconciled to their corresponding GAAP measures of Net income (loss), Gross Profit, defined as revenues less cost of revenues, and Operating Expenses, defined as the sum of (i) Selling, general and administrative; (ii) Research and development; (iii) Acquired in-process research and development; (iv) Litigation-related and other contingencies, net; (v) Asset impairment charges; and (vi) Acquisition related and integration items, net. Adjustments, to the extent they apply to the corresponding GAAP amounts, may include, but are not limited to expense or income related to: acquisitions and divestitures, such as amortization of intangible assets and of inventory step-up adjustments, certain employee-related charges, including earn-outs, separation, retention, or relocation costs, changes in the fair value of contingent consideration, transaction costs of executed deals, and integration or disintegration-related costs; certain amounts related to strategic review initiatives; certain cost reduction initiatives such as separation benefits, continuity payments, other exit costs; asset impairment charges; certain costs incurred in connection with debt or equity-financing activities, such as non-capitalizable transaction costs incurred in connection with a successful financing transaction and gains or losses associated with early repayments, extinguishment or modification of our debt instruments; litigation-related and other contingent matters; certain legal costs; gains or losses from the sales of businesses and other assets; gains or losses associated with discontinued operations, net of tax; foreign currency gains or losses on intercompany financing arrangements; reorganization items, net; the tax effect of adjusted pre-tax income at applicable tax rates and other tax adjustments; and certain other items. 15
Exhibit 99.3

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CONFIDENTIAL Project Salvare DISCUSSION MATERIALS FEBRUARY 2025

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CONFIDENTIAL Table of Contents PROJECT SALVARE Preliminary Value Creation Analysis of a Potential Transaction Overview of a Potential Generics Separation 4 Appendix Strategic Perspectives on a Potential Transaction 2 3 1

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Executive Summary PROJECT SALVARE 3 Preliminary and Illustrative • Given the clear alignment of the Macaw and Eagle businesses, a combination offers a unique opportunity to create two leading, scaled businesses in Specialty Brands and Generics • The transaction has a clear and powerful industrial rationale — a contemplated separation of the merged entity as soon as practicable into two focused businesses designed to pursue distinct value-maximizing strategies: − A publicly listed, pure play Brands business with the firepower and cash flow profile to opportunistically invest in inorganic growth and continue to de-lever over time (with the scale and executable growth story to command commensurate multiple expansion) − A Generics business expected to generate significant and consistent levered cash flows for investors over the long term • Contemplated merger expected to generate more than $1bn in NPV synergy value (~$180mm expected annual pre-tax synergies) and ~$230-$430mm+ in present-value of tax synergies, providing significant additional value creation for both Eagle and Macaw shareholders • This strategic combination unlocks significant immediate value for both Eagle and Macaw shareholders (detailed below): − Financial flexibility at brands to invest in inorganic growth in the near-term and organic growth over the long-term − Stable free cash flow generation at generics to enable consistent return of capital to investors − Significant operating and tax synergies − Enhanced liquidity and visibility upon NYSE listing with the potential scale for Russell index inclusion Strategic Perspectives on a Potential Transaction 1 i ii

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Preliminary Deal Structure and Rationale PROJECT SALVARE Macaw Eagle Combined Company Specialty Generics Business Specialty Brands Business Step 1 Step 2 Combination of Macaw and Eagle Businesses I TRANSACTION OVERVIEW Observations • Merger and subsequent separation to create: i) a leading, scaled Specialty Brands business; and ii) a focused Specialty Generics business • Pure play branded business of scale led by strong Acthar and Xiaflex brands with increased strategic and financial flexibility to drive the agenda organically and via M&A • Scaled Specialty Generics business with robust commercial and manufacturing infrastructure, extensive product portfolio and substantial synergy opportunities • Post-merger separation of the combined Specialty Generics Business into a standalone entity through a sale or a spin off • Intent to separate combined Specialty Generics business could be announced at signing of the initial merger and separation workstreams to commence post signing • Combined company to be listed on NYSE; potential for Russel Index inclusion 4 Preliminary and Illustrative Strategic Perspectives on a Potential Transaction 1

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Opportunity for Significant Value Creation by Creating Leading Specialty Pharma and Generics Companies PROJECT SALVARE I TRANSACTION OVERVIEW 5 Strategic Perspectives on a Potential Transaction 1 GenericsCo Presents Opportunity to Return Capital to Investors Leverage Capacity for Brands Business Tax Synergies Operational Synergies Stable levered cash flow presents opportunity for a combined Generics business to return capital to investors over time Creates a combined Brands business with a strong balance sheet and additional leverage capacity, providing flexibility for strategic, inorganic growth Macaw's Irish TopCo provides considerable tax benefits, and the combined company would achieve additional benefits from the preservation of an Irish TopCo1 Combination creates opportunity to reduce significant portion of operating costs and bolster pro forma cash flow In combining Macaw and Eagle, and subsequently separating specialty generics there are multiple pathways to catalyze value creation for shareholders Multiple Rerating Potential for trading multiple expansion and re-rating after establishing a focused and scaled combined Brands business listed on NYSE at the time of combination with potential Russell 1000 index inclusion High Cash Yield 1.6x Firepower2 ~$230- 430mm NPV1 ~$180mm annually 0.75x Multiple Rerating 1 Midpoint of tax synergies range used for analysis of $330mm. 2 PF firepower for the Brands business at the time of separation. Assuming Brands max leverage of 3.0x following separation of GenericsCo (assuming GenericsCo separation net leverage of 2.5x); PF Brands firepower accounts for incremental cash generated between closing of combination and separation. Preliminary and Illustrative

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Structural Considerations PROJECT SALVARE 6 Strategic Perspectives on a Potential Transaction 1 Preliminary and Illustrative Small manufacturing designation under the IRA Irish tax domicile / structure Minimized change of control payments 1 2 3

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Significant Operating Synergies Available from Combination ($ in millions) PROJECT SALVARE I TRANSACTION OVERVIEW 7 Strategic Perspectives on a Potential Transaction 1 Note: Equity compensation is excluded from current figures. Excludes one-time impacts and separation dis-synergies. 1 $180mm of synergies allocated to Brands business. Preliminary and Illustrative • Headcount primarily in leveraged functions in SG&A • Primarily IT, real estate, insurance, public company costs, data, and external spend • Preliminary estimate based addressable direct/indirect spend, and 5-12% takeout • Additional savings from op model changes (e.g., Revenue, GtN, insourcing, outsourcing, R&D programs, Tax / ETR, debt, etc.) • Does not account for implementation of stock-based LTIP (vs. current cash programs at both companies) • Expected to realize 50% of synergies in year 1 with 38% and 12% in years 2 and 3, respectively • Expected $115m-$145m one time cost to achieve synergies $50mm $100mm $150mm $200mm A D A B C B C D $180 Synergy and Cost Optimization Reference Headlines $200 121 46 13 20 Headcount Non-Headcount Procurement Additional optimization 0 ~$200mm estimated operating synergies; $20mm of synergies allocated to GenericsCo offset by assumed $20mm of dis-synergies in GenericsCo: $180mm of expected synergies1

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Potential Combination Creates Financial Flexibility for Pro Forma Business ($ in millions) PROJECT SALVARE GenericsCo Net Leverage 0.5x 1.0x 1.5x 2.0x 2.5x 3.0x 3.5x BrandsCo Net Leverage 3.2x 2.9x 2.5x 2.2x 1.9x 1.5x 1.2x Source: Eagle LRP, Macaw LRP, Company Filings. Note: Net debt based on estimated debt and cash balances at August 2025 closing as per Macaw’s management and Eagle LRP. Synergies assumptions highly preliminary and subject to change. 1 Change of Control payments account for $22mm estimated make-whole payments for retirement of Macaw’s debt at closing, ~$93mm in transaction expenses; and vested incentive payments based on 3% of Macaw Equity Value (~$82mm). ~$34mm Black Scholes Value under Macaw's CVR with opioid trust and payment of $189mm under the Acthar DOJ may not be triggered depending on structure, subject to diligence. Change of control costs as per Macaw public filings, Eagle public filings, and Macaw management. 2 Net Debt includes illustrative proceeds from sale of International Pharmaceuticals segment of $80mm. EBITDA adjusted for sale of International Pharmaceuticals segment. 3 Assuming total run-rate synergies of $200mm and dis-synergies of $20mm in the PF Gx entity; $20mm synergies annually allocated to PF Gx. 4 For credit purposes, assumes leverageable EBITDA is based on PF 2025E EBITDA including achieved synergies excluding costs to achieve (implied EBITDA of $476mm and $721mm for GenericsCo and BrandsCo, respectively). 5 Calculated based off EBITDA including run-rate synergies of $180mm annually (not leverageable EBITDA). 6 Net Leverage Calculation = Total Enterprise Value / Gross Debt. Eagle Macaw Synergies + CoC Payments1 PF Pre-Generics Separation SpinCo (GenericsCo) RemainCo (BrandsCo) Net Debt $1,7982 $424 $197 $2,539 $1,190 $1,348 2025E EBITDA 6072 500 1803 1,287 4764 7214 Net Leverage 3.0x 0.8x 2.0x5 2.5x 1.9x Implied LTV6 45% 32% Pro Forma Capital Structure Overview RemainCo Net Leverage Sensitivity 8 Preliminary and Illustrative Strategic Perspectives on a Potential Transaction 1 Includes impact from $120mm Eagle dividend payment

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Pro Forma Generics Business Focused Combined GenericsCo Creates Opportunity for Yield PROJECT SALVARE 9 Preliminary and Illustrative PF Generics Business Profile Specialty Generics Equity Story Commentary $1.7bn 2025E Total Revenue ~$230mm Levered Free Cash Flow1 ~28% 2025E EBITDA Margin Eagle Sterile Injectables Macaw Generics Eagle Generics + + • The combined Generics business boasts strong cash flow generation and would trade at $37.5 per share, implying an equity value of approximately $1.5 billion, assuming a 15% free cash flow yield2 • The combined Generics business is strengthened by Macaw's outstanding performance, unlocking value for Eagle's Generics and Sterile Injectables segments Source: Macaw LRP. Eagle LRP. 1 Assuming GenericsCo net leverage ratio of 2.5x PF ’25E EBTIDA. Assuming no amortization, interest of SOFR + 650bps, and cash interest of SOFR. 2 Per share information based on PF FDSO of 39.1mm accounting for Macaw effectively issuing 19.4mm new shares based on multiple-implied PF ownership split of 50.5% Macaw / 49.5% Eagle. Strategic Perspectives on a Potential Transaction 1 Industry leading reputation for quality, compliance, and service Robust commercial infrastructure with substantial synergy opportunities Highly profitable, high cash flow generating business Expertise in complex, highly regulated products Modernized network of manufacturing facilities and supply chain supporting low-cost production Backwards integration into API Scaled generics business with an extensive portfolio offerings across multiple TAs, formulations, and dosage forms

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6,855 Range of $6,314- $6,748mm depending on assumed multiple uplift (0.00x – 0.75x range) Eel Macaw Brands Eagle Brands Macaw Gx Eagle Gx Eagle SI Op. Synergies1 Tax Synergies1 Overhead EV Net Debt EqV Multiple Rerating2 EqV incl. Multiple Upside Est. ’25E EBITDA $244 $509 $310 $111 $113 $180 ($180) $1,287 $1,1973 $721 Illustrative Blended Multiple 6.5x 7.0x 6.2x 5.2x 7.5x 6.8x 6.6x 6.9x 2.1x 0.75x CombinedCo Valuation – Sum-of-the-Parts ($ in millions) PROJECT SALVARE CombinedCo SOTP Valuation Source: Macaw LRP. Eagle LRP. Note: Eagle LRP net sales forecast revised to reflect Macaw diligence. SOTP-implied equity value with overhead allocated by % sales contribution for Eagle and overhead fully allocated to Macaw’s Brands business and valued at SOTP-implied blended multiple. Eagle Brands adjusted for International Pharmaceuticals sale. 1 Assuming total run-rate synergies of $200mm and dis-synergies of $20mm in the PF Gx entity; $20mm synergies annually allocated to PF Gx. Additional ~$330mm NPV of tax synergies fully allocated to Brands business based on estimated tax synergies range assuming an Irish TopCo; estimates of synergies subject to further refinement. 2 Assuming multiple uplift range of 0.0x – 0.75x (midpoint 0.375x) fully allocated to Brands business. Multiple uplift EBITDA based on achieved synergies excluding cost to achieve in 2025 for PF Brands business. 3 For credit purposes, assumes leverageable EBITDA is based on PF 2025E EBITDA including achieved synergies excluding costs to achieve (implied EBITDA of $1,197mm). Net Debt includes $80mm illustrative proceeds from International Pharmaceuticals sale and is adjusted for Eagle’s payment of a dividend of $120mm. 10 Preliminary and Illustrative Preliminary Value Creation Analysis of a Potential Transaction 2 6,314 Multiple uplift on PF BrandsCo expected to be enabled by Gx separation

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PROJECT SALVARE Macaw Brands Eagle Brands Op. Synergies1 Tax Synergies1 Overhead EV Net Debt EqV Multiple Uplift2 EqV Est. ’25E EBITDA $244 $509 $180 ($122) $811 $7213 $721 Illustrative Blended Multiple 6.5x 7.0x 6.8x 6.8x 7.2x 1.9x 0.75x BrandsCo SOTP Valuation1 Source: Macaw LRP. Eagle LRP. Note: Eagle LRP net sales forecast revised to reflect Macaw diligence. SOTP-implied equity value with overhead allocated by % sales contribution for Eagle and overhead fully allocated to Macaw’s Brands business and valued at SOTP-implied blended multiple. Eagle Brands adjusted for International Pharmaceuticals sale. Net Debt includes $80mm illustrative proceeds from International Pharmaceuticals sale and is adjusted for Eagle’s payment of a dividend of $120mm. 1 Assuming total run-rate synergies of $200mm and dis-synergies of $20mm in the PF Gx entity; $20mm synergies annually allocated to PF Gx. Additional ~$330mm NPV of tax synergies fully allocated to Brands business based on estimated tax synergies range assuming an Irish TopCo; estimates of the synergies subject to further refinement. 2 Assuming multiple uplift of 0.5x fully allocated to Brands business. Multiple uplift EBITDA based on achieved synergies excluding cost to achieve in 2025 for PF Brands business . 3 For credit purposes, assumes leverageable EBITDA is based on PF 2025E EBITDA including achieved synergies excluding costs to achieve (implied EBITDA of $721mm). Illustrative Value Creation Analysis – BrandsCo Sum-of-the-Parts ($ in millions, except per share data) 11 Preliminary and Illustrative Multiple uplift on PF BrandsCo expected to be enabled by Gx separation Overview of a Potential Generics Separation 3 Range depending on assumed multiple uplift (0.00x – 0.75x range) 5,064 4,523

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$230mm PROJECT SALVARE • Estimated levered FCF based on Macaw and Eagle Generics and Eagle Sterile Injectables cash flows with overhead allocated by % sales contribution − Assuming $1,190mm net debt raised at the Generics NewCo level based on a net leverage ratio of 2.5x ’25E PF EBITDA (45% LTV based on SOTP-implied NewCo EV)1 − Assuming no amortization and interest of SOFR + 650bps on PF Generics debt based on term sheets collected for Macaw’s SpecGx refinancing process1 • ’25E levered FCF used to calculate implied equity value based on LFCF yields of 12%, 15% and 18% • Per share information based on PF FDSO of 39.1mm accounting for Macaw effectively issuing 19.4mm new shares based on PF ownership split of 50.5% Macaw / 49.5% Eagle Implied Share Price from Levered FCF Yield Commentary Levered FCF 12% LFCF Yield 18% $1,917mm EqV $1,533mm EqV $49.0 EqV / Share $39.2 EqV / Share 1 Source: Macaw LRP. Eagle LRP. Note: Eagle LRP net sales forecast revised to reflect Macaw diligence. 1 Assumes a total debt of $1,340mm is raised, with $150mm allocated as operating cash for GenericsCo. Assumes GenericsCo's interest expense is offset by interest income from cash on balance sheet. Combined GenericsCo Yield-Implied Valuation ($ in millions, except per share data) 12 2 3 3 Preliminary and Illustrative Overview of a Potential Generics Separation 3 15% $1,278mm EqV $32.7 EqV / Share 3 3 1 2 2 2

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Illustrative Value Creation Analysis – Macaw Value Creation ($ in millions) PROJECT SALVARE Macaw Value Creation Macaw Current Market Value PF BrandsCo Pre Rerating PF GenericsCo (15% LFCF Yield)2 Multiple Uplift3 PF Value to Macaw S/H (post-multiple uplift) Total Equity Value 1,976 4,523 1,533 0 – 541 6,056 – 6,597 % Macaw Ownership 100.0% 50.5% 50.5% 50.5% 50.5% Macaw Equity Value $1,976 $2,284 $774 $0 – $273 $3,058 – $3,331 13 Preliminary and Illustrative Overview of a Potential Generics Separation 3 +55% – 69% Has Gets (Post-Separation) Range depending on assumed multiple uplift (0.00x – 0.75x range) Assumes midpoint multiple uplift of 0.75x; implied BrandsCo EBITDA multiple increases from ~7.2x to 8.0x Source: Macaw LRP. Eagle LRP. Note: Eagle LRP net sales forecast revised to reflect Macaw diligence. SOTP-implied equity value with overhead allocated by % sales contribution for Eagle and overhead fully allocated to Macaw’s Brands business and valued at SOTP-implied blended multiple. 1 Assuming total run-rate synergies of $200mm and dis-synergies of $20mm in the PF Gx entity; $20mm synergies annually allocated to PF Gx; valued at SOTP-implied blended multiple. Additional ~$330mm NPV of tax synergies fully allocated to Brands business based on estimated tax synergies range assuming an Irish TopCo; estimates of synergies subject to further refinement. 2 Assuming GenericsCo net leverage ratio of 2.5x PF ’25E EBTIDA. Assuming no amortization, interest of SOFR + 650bps, and cash interest of SOFR. 3 Assuming range of multiple uplift of 0.0x - 0.75x fully allocated to Brands business. Multiple uplift EBITDA based on achieved synergies excluding cost to achieve in 2025 for PF Brands business. $3,058 $3,331

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Eagle Value Creation Source: Macaw LRP. Eagle LRP. Note: Eagle LRP net sales forecast revised to reflect Macaw diligence. SOTP-implied equity value with overhead allocated by % sales contribution for Eagle and overhead fully allocated to Macaw’s Brands business and valued at SOTP-implied blended multiple. 1 Assuming total run-rate synergies of $200mm and dis-synergies of $20mm in the PF Gx entity; $20mm synergies annually allocated to PF Gx; valued at SOTP-implied blended multiple. Additional ~$330mm NPV of tax synergies fully allocated to Brands business based on estimated tax synergies range assuming an Irish TopCo; estimates of synergies subject to further refinement. 2 Assuming GenericsCo net leverage ratio of 2.5x PF ’25E EBTIDA. Assuming no amortization, interest of SOFR + 650bps, and cash interest of SOFR. 3 Assuming range of multiple uplift of 0.0x - 0.75x fully allocated to Brands business. Multiple uplift EBITDA based on achieved synergies excluding cost to achieve in 2025 for PF Brands business. 4 Equity value includes impact from assumed dividend paid to Eagle shareholders. Eagle’s 49.5% ownership does not apply to the $120mm dividend that directly impacts Eagle’s equity value. Illustrative Value Creation Analysis – Eagle Value Creation ($ in millions) PROJECT SALVARE 14 Preliminary and Illustrative Eagle Current Market Value Dividend Paid to Eagle Shareholders PF BrandsCo Pre Rerating PF GenericsCo (15% LFCF Yield)2 Multiple Uplift3 PF Value to Eagle S/H (post-multiple uplift) Total Equity Value 2,201 120 4,523 1,533 0 – 541 6,176 – 6,7174 % Eagle Ownership 100.0% 100.0% 49.5% 49.5% 49.5% 49.5%4 Eagle Equity Value $2,201 $120 $2,239 $759 $0 – $268 $3,118 – $3,3854 Has Gets (Post-Separation) Range depending on assumed multiple uplift (0.00x – 0.75x range) $3,118 $3,385 Assumes dividend is paid to Eagle shareholders prior to combination Assumes midpoint multiple uplift of 0.75x; implied BrandsCo EBITDA multiple increases from ~7.2x to 8.0x Overview of a Potential Generics Separation 3 +42% – 54%

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Value Creation Sensitivity – Macaw Shareholders PROJECT SALVARE 15 Value Creation Based on Dividend to Eagle Shareholders at Ownership Split of 50.5% (Macaw) and 49.5% (Eagle) $ Dividend to Eagle Shareholders $120 $150 $180 $210 $240 Based on Current Market Value of $100 / share 0.00x (7.2x) 55% 54% 53% 52% 52% 0.30x (7.5x) 60% 60% 59% 58% 57% 0.75x (8.0x) 69% 68% 67% 66% 66% Preliminary and Illustrative Overview of a Potential Generics Separation 3 Source: Macaw LRP. Eagle LRP; diligence adjusted. Implied BrandsCo Multiple Multiple Uplift

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CONFIDENTIAL Disclaimer PROJECT SALVARE The information herein has been prepared based in part upon information supplied by Endo International plc (“Eagle”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts with respect to the anticipated future performance of Mallinckrodt Pharmaceuticals plc (“Macaw”) and Eagle, respectively, and the synergies expected to result from the transaction described herein. We have relied upon the accuracy and completeness of the foregoing information that was supplied by Eagle or is publicly available, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of Eagle or any other entity, or concerning solvency or fair value of Eagle or any other entity. With respect to Eagle financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of Eagle as to the future financial performance of Eagle. We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based. This presentation contains forward-looking statements that are subject to risks, uncertainties and other factors, including economic, monetary, market and other conditions. All statements other than statements of historical fact or relating to present facts or current conditions included in this presentation are forward-looking statements. Forward-looking statements give Macaw’s or Eagle’s current expectations and projections relating to their financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “seek,” “plan,” “intend,” “believe,” “contemplate,” “assume,” “will,” “may,” “could,” “would,” “continue,” “likely,” “should,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events but not all forward-looking statements contain these identifying words. Risks, uncertainties and other factors may cause future results to differ materially from these forward-looking statements, and potentially adversely from the historical results contained herein. These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Mallinckrodt. This presentation should not be considered as a recommendation by Macaw or any affiliate or other person in relation to Macaw, Eagle or any of their subsidiaries, nor does it constitute an offer to sell or a solicitation for an offer to buy the securities, assets or business of Macaw or Eagle, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction or pursuant to an exemption therefrom. This presentation shall not form the basis of any contract. Any references to any future or proposed transaction are for illustrative purposes only and the terms of any such transaction should it occur may be materially different than the terms in this presentation. All information herein speaks only as of (1) the date hereof, in the case of information about Macaw and Eagle and (2) the date of such information, in the case of information from persons other Macaw and Eagle. Macaw does not undertake any duty to update or revise the information contained herein, publicly or otherwise. THIS PRESENTATION MAY CONTAIN MATERIAL, NON-PUBLIC INFORMATION WITHIN THE MEANING OF THE UNITED STATES FEDERAL SECURITIES LAWS WITH RESPECT TO MACAW, EAGLE, THEIR SUBSIDIARIES AND THEIR RESPECTIVE SECURITIES.