Trilegal Advised Mallinckrodt In A Strategic Merger With Endo, Valued At USD 6.7 Billion

Trilegal Advised Mallinckrodt In A Strategic Merger With Endo, Valued At USD 6.7 Billion

Trilegal advised Mallinckrodt as the Indian legal advisor, on its merger with Endo, Inc., in a cash-and-stock transaction valued at $6.7 billion. Pursuant to the deal, Endo shareholders will retain a 49.9% stake in the combined company, and Mallinckrodt shareholders will hold a 50.1% majority stake. Mallinckrodt will serve as the holding company for the newly merged entity, with Endo and its Indian entities - Par Formulations Private Limited, Par Active Technologies Private Limited, and Par Biosciences Private Limited becoming subsidiaries.

The transaction will be financed through a combination of cash on hand and $900 million in committed financing from Goldman Sachs & Co. LLC, alongside the refinancing of Mallinckrodt’s existing senior secured debt. Completion of the transaction is subject to shareholder and regulatory approvals, including antitrust clearance in key jurisdictions and Foreign Direct Investment (FDI) approval in India. The combined company is expected to be listed on the New York Stock Exchange (NYSE).

As part of its role as legal counsel, Trilegal conducted comprehensive corporate due diligence on Endo’s Indian entities, reviewed the Merger Agreement from an Indian law perspective, and assessed the merger under Indian merger control regulations.

The merger underscores key trends in pharmaceutical M&A, including strategic consolidation, leveraged financing, and regulatory scrutiny. The deal’s financing structure - combining cash on hand, $900 million in committed financing from Goldman Sachs & Co. LLC, and debt refinancing reflects the growing emphasis on capital structure optimization. The structured ownership split ensures balanced shareholder representation. The NYSE listing post completion underscores the potential for growth in the pharmaceutical business and role of public markets in large-scale pharma M&A deals.

The Trilegal Corporate Team advising on the mandate was led by Partner: Delano Furtado, and supported by Counsel: Saumya Kakar, Senior Associate: Neil Lopez; and Associates: Ridhi Shetty, Pranika Correa, Rhea Almeida, Anoushka Gahilot, and Punit Sanwal.

The Trilegal Competition Team advising on the mandate was led by Partner: Aparna Mehra; supported by Senior Associate: Ishaan Chakrabarti; and Associates: Karan Arora and Ashlesha Singha