FOR IMMEDIATE
RELEASE
Indivior Announces Changes to Board of
Directors
Richmond, VA,
December 17, 2024 - Indivior PLC (NASDAQ / LSE: INDV)
("Indivior" or the "Company") today announced that, following
recent discussions with Oaktree Capital Management L.P.
("Oaktree"), which advises certain funds that own ordinary shares
of Indivior, the Company has agreed to make certain changes to its
Board of Directors (the "Board") and take other related actions,
including the following:
· The
appointment of Robert Schriesheim and Joe Ciaffoni as independent
non-executive directors, effective immediately, and the placement
of the new directors on the Board's Nomination Committee and an
existing Operational Committee of the Board. The Operational
Committee will continue to provide recommendations to the Board on
matters regarding operations and capital allocation.
· Ryan
Preblick, the Company's Chief Financial Officer, has agreed to step
down from his role on the Board to align Indivior's Board
composition with US listed company practice.
· In
parallel with the on-going process to replace Board Chair Graham
Hetherington, whose departure was announced on October 4, 2024, the
Company and Oaktree are in discussions regarding the potential
appointment of an additional non-executive director.
· Taking
into account Indivior's recent primary listing on Nasdaq, the
Company has agreed to move towards a more standard US system of
remuneration for directors, specifically including that all
non-executive directors will receive a substantive part of their
fees in Indivior shares that will be subject to minimum holding
amounts. It is expected that any necessary shareholder approvals
for these arrangements will be sought at the Company's 2025
AGM.
The Board welcomes Mr. Schriesheim and Mr. Ciaffoni
and is committed to collaborating with them. With their extensive
experience in corporate transformation and specialty
pharmaceuticals, respectively, Mr. Schriesheim and Mr. Ciaffoni
will bring incremental resources to enhance the Board's skills and
experience to continue optimizing the Company's strategy and
operations to maximize value for all shareholders.
Juliet Thompson, senior independent director, said,
"Our Board and management team remain committed to enhancing value
for all Indivior shareholders and, in recent months, have taken
decisive actions in response to short-term headwinds in the
business to ensure we are able to navigate the current environment
while positioning the Company for long-term value creation. This
has included taking additional steps to address legacy litigation,
pursuing significant streamlining actions across both G&A and
R&D and implementing a new $100 million share repurchase
program in July 2024, which is being carried out on an accelerated
basis. We will continue to take actions we believe are in the best
interest of the Company and all shareholders."
"We are pleased to have reached an agreement with
Indivior on the addition of two highly qualified members to its
Board," said Andrew West, Managing Director in Oaktree's Value
Opportunities Group. "We believe the constructive actions
Indivior's Board has undertaken, together with the appointment of
these new independent directors, will accelerate the Company's
operational execution and enhance long-term shareholder value. We
are grateful to leadership and shareholders for their engagement
and look forward to Indivior's future as it progresses on its
mission to provide patients with life-changing treatments based on
science."
In connection with these changes, Indivior and
Oaktree have entered into a Relationship Agreement, which contains,
among other items, customary obligations and undertakings of mutual
support.
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as financial
advisors to Indivior, and Freshfields LLP is serving as legal
counsel. Olshan Frome Wolosky LLP and White & Case LLP are
serving as legal counsel to Oaktree.
Robert
Schriesheim Biography
Robert Schriesheim serves as Chairman of Truax
Partners LLC and has extensive experience as a board member of
public and private companies typically undergoing transformations
while partnering with boards and institutional investors. In
addition, he serves as an Adjunct Associate Professor of Finance
with a focus on corporate governance at The University of Chicago
Booth School of Business. He previously served as CFO of Sears
Holdings, Hewitt Associates and Lawson Software and, earlier, held
executive roles at seed venture firm ARCH Development Partners,
LLC, Global TeleSystems, SBC Equity Partners, Ameritech, AC Nielsen
and Brooke Group Ltd. Mr. Schriesheim has served as a
director of Skyworks Solutions, Inc. since 2006 and Houlihan Lokey
since 2015 where he is the Lead Independent Director. He previously
served on a number of public boards including Frontier
Communications (as chairman of the Finance Committee overseeing its
strategic redirection and Chapter 11 proceedings), NII
Holdings, Forest City Reality Trust, Lawson Software,
Co-Chairman of MSC Software and Dobson Communications. Mr.
Schriesheim earned an AB in Chemistry from Princeton University and
an MBA from the University of Chicago Booth School of Business.
Joe Ciaffoni
Biography
Joe Ciaffoni previously served as President and CEO
of Collegium Pharmaceutical. Given his prior experience at not only
Collegium, but also Endo International (President of U.S. Branded
Pharmaceuticals), Biogen (SVP, Global Specialty Medicines Group;
U.S. Commercial) and Shionogi Inc. (COO), Mr. Ciaffoni has a
demonstrated track record of launching successful products,
optimizing commercial operations, and enhancing patient access to
important therapies. He earned his MBA and BA at Rutgers
University.
About
Indivior
Indivior is a global pharmaceutical
company working to help change patients' lives by developing
medicines to treat substance use disorders (SUD), overdose and
serious mental illnesses. Our vision is that all patients around
the world will have access to evidence-based treatment for the
chronic conditions and co-occurring disorders of SUD. Indivior is
dedicated to transforming SUD from a global human crisis to a
recognized and treated chronic disease. Building on its global
portfolio of OUD treatments, Indivior has a pipeline of product
candidates designed to both expand on its heritage in this category
and potentially address other chronic conditions and co-occurring
disorders of SUD. Headquartered in the United
States in Richmond, VA, Indivior employs over 1,000
individuals globally and its portfolio of products is available in
over 30 countries worldwide. Visit www.indivior.com to
learn more. Connect with Indivior on LinkedIn by
visiting www.linkedin.com/company/indivior.
Investor
Enquiries:
Jason Thompson
VP, Investor Relations
Indivior PLC
+1 804 402 7123
jason.thompson@indivior.com
Tim Owens
Director, Investor Relations Indivior PLC
+1 804 263 3978
timothy.owens@indivior.com
Media
Enquiries:
For
Indivior:
Jonathan Sibun
Teneo
+44 (0)20 7353 4200
+1 804 594 0836
Indiviormediacontacts@indivior.com
Tim Lynch / Maggie Carangelo
Joele Frank, Wilkinson Brimmer
Katcher
+1 212 895 8600
For
Oaktree:
John Christiansen / Monique Sidhom / Suzanne
Byowitz
FGS Global
Oaktree@fgsglobal.com
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