UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 6-K
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Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of December 2024
Commission File Number: 001-37835
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Indivior PLC
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10710 Midlothian Turnpike, Suite 125
North Chesterfield, Virginia 23235
(Address of principal executive office)
_______________________________
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F
Form
20-F ☒ Form 40-F ☐
EXHIBIT INDEX
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Exhibit No.
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Description
of Exhibit
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99.1
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Indivior PLC
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Date: December 17,
2024
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/s/
Kathryn Hudson
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Name:
Kathryn Hudson
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Title:
Company Secretary
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Exhibit 99.1
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
-ends-
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