17th November 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT IS NOT A PROSPECTUS BUT AN
ADVERTISEMENT AND INVESTORS SHOULD NOT ACQUIRE ANY
ORDINARY SHARES IN EITHER RECKITT BENCKISER GROUP PLC OR INDIVIOR PLC
REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF
THE INFORMATION CONTAINED IN THE PROSPECTUS TO BE
PUBLISHED BY INDIVIOR PLC AND ANY SUPPLEMENT
OR AMENDMENT THERETO
Proposed Demerger of the RB Pharmaceuticals business
Following the announcement made by Reckitt Benckiser Group plc (RB) on 28th July 2014 that it was pursuing a demerger of the RB Pharmaceuticals (RBP) business with a separate UK listing, RB today announces the detailed proposed timetable for the demerger (the Demerger).
· New demerged RBP company, to be called Indivior PLC (Indivior), will be UK domiciled and admitted to the premium listing segment of the Official List and traded on the London Stock Exchange's main market for listed securities.
· RB circular to shareholders and Indivior prospectus will be published later today setting out the background to, and reasons for, the Demerger and detailed information on Indivior.
· RB General Meeting to approve the Demerger will be held on 11 December 2014.
· If the Demerger proceeds, RB Shareholders who are registered on the RB share register at the Demerger record date will receive one Indivior ordinary share for each RB ordinary share held.
· Demerger expected to complete and Indivior shares to commence trading on 23 December 2014.
The Board of RB considers that the Demerger is in the best interests of both RB and Indivior and will result in a stronger future for both RB and Indivior, with the Boards of each company focused on developing their respective businesses into leaders in their specific sectors. In particular, the Board of RB considers that the profile and potential risks and rewards of Indivior, as a specialty pharmaceuticals company, will be better understood as a standalone listed business. RB will continue its focus as a consumer health and hygiene company.
Commenting today, Adrian Bellamy, Chairman of RB said:
"The Board of RB considers that the Demerger is in the best interests of RB Shareholders. Accordingly the Board of RB unanimously recommends shareholders to vote in favour of the Demerger at the General Meeting to be held on 11 December 2014."
Commenting today, Howard Pien, Chairman of Indivior, said:
"Indivior, under the leadership of Shaun Thaxter, has built a global, industry leading company in addiction treatment. The business has a profitable opioid addiction business and a strong pipeline that has the potential to revolutionise how the chronic disease is treated worldwide. I, and our newly formed Board, are delighted to lead Indivior through its next stage of evolution."
Commenting today, Shaun Thaxter, CEO of Indivior, said:
"I look forward to partnering with the Indivior Executive Committee and Board to further build upon the strong foundation set by Reckitt Benckiser Pharmaceuticals under the guidance of RB as we transition to a sustainable, stand-alone organisation. Our full team - from the Executive Committee to the Board to our employees - is energised by the opportunity to continue leveraging our unique patient-focused leadership model to expand availability of addiction treatment and improve patient lives across the globe."
Detailed Announcement
The strategic review announced in October of last year was presented to the Board of RB on 25 July 2014. The Board concluded that a demerger of the RBP business with its shares traded on the London Stock Exchange's main market for listed securities was the preferred option for creating value for shareholders. The Demerger will allow RB to focus on its core strategy to be a global leader in consumer health and hygiene. RB shareholders will benefit from the single-minded focus of top management on its core business.
RB also believes that Indivior will be best placed and has the potential to deliver long-term value creation for shareholders as a standalone business within the field of addiction and related mental health disorders. The Board also believes that Indivior will be a more attractive partner for business development opportunities as a standalone and separately managed entity. In forming its view, the Board took account of multiple factors, including the following:
· The significant share of the US buprenorphine-based opioid addiction treatment market captured by Suboxone Film
· The potential volatility of Suboxone market share following the launches by generic tablet competitors, with three currently in the market and a fourth approved in September 2014 which has yet to launch
· Investment in a pipeline of new and developed products, most of which are planned for launch over the next five years, and
· Opportunities for continued expansion both in the US and globally
As a result of these factors, the Board has concluded that the RBP business is at a point where it has good long-term prospects as a global, independent, specialty pharmaceuticals business.
It is RB's intention to demerge Indivior as a UK domiciled, London listed company before the end of 2014. This will be done by RB transferring its RBP business to Indivior PLC in return for which Indivior will issue one new share in Indivior to RB shareholders for each share held in RB at 6 p.m. GMT on 22 December 2014. At the time of the Demerger, Indivior will be owned by the same shareholders and in the same proportions as RB. The following timetable dates are announced today:
Ø Circular will be sent to RB Shareholders and Prospectus of Indivior will be published later today
Ø General Meeting of RB to approve the demerger will be held on 11 December 2014
Ø Proposed legal demerger to be effected by a dividend in specie and admission of shares to the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange is expected to take place on 23 December 2014.
Notes for Editors
Indivior PLC
Indivior PLC will be a specialty pharmaceutical company focused on the treatment of addiction and closely related mental health disorders. Indivior will be domiciled in the UK, initially with a head office in Slough. Indivior intends to apply for admission of all of its ordinary shares to the premium listing segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of London Stock Exchange plc.
· The RBP business is a leading international addiction business with net revenues of $1.2 billion and net income of $489 million for the year ended 31 December 2013 (calculated under IFRS for RBP on a "carve out" basis, for which see details in the prospectus published later today). 80% of net revenues were in the United States, where the RBP business has the leading position in products treating opioid addiction, a growing market. Profits before tax for the year ended 31 December 2013 were $695 million. Gross assets as at 30 June 2014 were $455 million.
· Suboxone Film remains the leading treatment for opioid addiction in the US market with approximately 60% market share of the buprenorphine market by volume.
· Indivior has a strong pipeline of products for the treatment of opioid addiction with new formats designed to improve patient and physician outcomes and reduce abuse and diversion, including a monthly depot injection and the first swallowable tablet.
· Indivior also has a pipeline of products in closely related areas, including treatments for opioid overdose, cocaine overdose and alcohol dependence, as well as a monthly depot treatment for schizophrenia.
· Shaun Thaxter, CEO of Indivior, has been running the business since 2003 and has assembled a highly skilled Executive Committee with over 60 years collective experience. Cary Claiborne has recently joined Indivior as Chief Financial Officer, bringing more than 30 years of proven financial leadership and broad-based, multinational experience to the team.
· Howard Pien is appointed Chairman of Indivior. Howard has a 30-year history in pharmaceuticals. His early executive career was in large pharmaceutical companies (Abbott and GSK) and later in Chiron and Medarex. He is on the board of five specialty pharma/life sciences companies, including as Chairman of Vanda Inc.
· The board of Indivior includes non-executives with significant international expertise in addiction, in specialty pharma and intellectual property.
· Rupert Bondy, Group General Counsel, BP plc
· Yvonne Greenstreet, former SVP Head of Medicines Development at Pfizer Inc
· Adrian Hennah, CFO of RB
· Thomas McLellan, Founder, Treatment Research Institute, University of Pennsylvania
· Lorna Parker, senior adviser BC Partners, formerly at Spencer Stuart
· Daniel Phelan, former Chief of Staff to three CEOs at GSK plc
· Christian Schade, CEO Novira Therapeutics
· Daniel Tassé, Chair and CEO at Ikaria Inc.
· Indivior will hold a presentation for analysts and investors on 21 November 2014 in London and on 1 December 2014 in New York.
Further details of Indivior's business, recent financial history, Board of Directors, Management, proposed Corporate Governance inter alia, will be published later today in the prospectus. This will be available via RB's website at www.rb.com.
For further information please contact:
Richard Joyce
Director, Investor Relations
Andraea Dawson-Shepherd
SVP, Global Corporate Communication & Affairs
Tel: +44 (0)1753 217800
Disclaimers
This document does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in any jurisdiction.
The shares of Indivior PLC have not been and will not be registered under the Securities Act of 1933 (the "Securities Act") or under the securities laws of any state or other jurisdiction of the US and may not be offered or sold within the US, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the US. There will be no public offering of the shares of Indivior PLC in the US for the purposes of the Securities Act.
Cautionary note concerning forward looking statements
Statements in this document, including those regarding the possible or assumed future or other performance or other trend projections may constitute forward looking statements. By their nature, forward looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed or implied by those forward looking statements. Accordingly, no assurance is given that such forward looking statements will prove to have been correct.
