Mallinckrodt plc and Endo, Inc. announced that they have entered into a definitive agreement to combine in a stock and cash transaction. Mallinckrodt will continue as the holding company for the combined business, and Endo will become a wholly-owned subsidiary of Mallinckrodt. The transaction is expected to close in the second half of 2025.
In this deal, the upfront purchase price is $80 million, representing the cash payment to Endo shareholders, while they also receive a 49.9% stake in the combined company, with Mallinckrodt shareholders holding 50.1%. The combined entity has an implied pro forma enterprise value of $6.7 billion.
Endo is a diversified specialty pharmaceutical company dedicated to delivering generic products in a variety of forms and dosages through retail, mail-order and other patient-facing pharmacy networks. According to its full year (FY) 2024 report, the company generated total revenues of $467.5 million during FY 2024, and EBITDA of $163.9 million.
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.
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.
Upon completion of the transaction, Siggi Olafsson, President and Chief Executive Officer of Mallinckrodt, 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. 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.
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 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.
According to data in the LevinPro HC database, this transaction marks the seventh Pharmaceuticals acquisition of 2025. There were 66 Pharmaceutical transactions reported in 2024, and 107 reported in 2023.
