On Thursday, Mallinckrodt plc and Endo Inc. (OTC:NDOI) agreed to combine in a stock and cash transaction.

Endo shareholders will receive $80 million in cash and own 49.9% of the combined company.

After cash consideration, Mallinckrodt shareholders will own 50.1% of the combined entity on a pro forma basis for an implied pro forma enterprise value of $6.7 billion.

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 is expected to close in the second half of 2025.

The combined company is expected to list on the New York Stock Exchange and generate:

Pro forma 2025 revenue of $3.6 billion
Adjusted EBITDA of $1.2 billion.
At least $150 million of annual pre-tax run-rate operating synergies by the third year.
Approximately $75 million of pre-tax synergies in the first year.

The merged company will be based in Dublin, but operate in the U.S., with additional support in Europe, India, Australia, and Japan. It will have 17 manufacturing sites, 30 distribution centers, and around 5,700 employees at closing.

Siggi Olafsson, President and CEO of Mallinckrodt, will oversee the newly combined company. Paul Efron, a member of the Endo board, will serve as board chair.

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