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`17th November 2014
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`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
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`
`
`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.
`
`•
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`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.
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`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
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`• 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:
`
`
` Circular will be sent to RB Shareholders and Prospectus of Indivior will be published later
`today
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` General Meeting of RB to approve the demerger will be held on 11 December 2014
`
` 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.
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`•
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`•
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`•
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`Institute, University of
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`• 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
`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
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`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.
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