RNS Number : 2597T
24 March 2021
March 24, 2021
Indivior Announces New Board Appointments and Board Succession
Enters Into Relationship Agreement with Scopia Capital
This announcement contains inside information.
Indivior PLC (the "Company") (LSE: INDV) today announces the
appointment of four new Non-Executive Directors (the "new NEDs") to
its Board of Directors (the "Board") as well as details of a
comprehensive and phased Board succession plan. These important
governance changes are designed to fully align and support
Indivior's Strategic Priorities while continuing to represent the
best interests of all shareholders. This process had commenced with
the departure or coming departure of three Board members.
The Company also announces today that following a period of
constructive dialogue, it has today entered into a relationship
agreement (the "Relationship Agreement") with its largest
shareholder, Scopia Capital Management LP ("Scopia"), that will see
Indivior benefit from Scopia's insight and perspectives as an
experienced healthcare investor.
Actions Relating to the Appointment of Additional Board Members
-- The appointment of three new independent NEDs: Juliet
Thompson, Joanna "Jo" Le Couilliard, and Mark Stejbach;
-- The appointment of Jerome Lande, a Partner of Scopia, as a new NED; and
-- The intention to appoint an additional new independent NED
from a shortlist to be generated with Scopia's input and approved
by the Board.
Statement by Graham Hetherington, Chair:
"After a period of significant strategic change and decisive
actions to better position Indivior for future value creation, we
are looking to realize the full transformational potential of
SUBLOCADE (R) over the coming years. Building on this momentum, we
are pleased to welcome the new NEDs to the Board and unanimously
recommend that shareholders vote in favor of their appointment at
the forthcoming 2021 Annual General Meeting of Shareholders on May
6(th) 2021 (the "2021 AGM").
"Subject to election by shareholders at the 2021 AGM, Indivior's
Board will comprise 11 directors who together offer expertise in a
wide range of relevant fields, including commercial excellence,
science and policy, medicines development, as well as audit, risk
and financial expertise. All of these capabilities are critical in
driving the long-term success of Indivior and in delivering value
to shareholders. The Board is committed to further enhancing its
diversity and experience. In assessing potential candidates for the
outstanding NED position, particular attention is being paid to
improving the gender diversity of the Board.
" Indivior's Board and leadership team are committed to engaging
actively with shareholders to better understand their views and we
fully support and look forward to Jerome's perspectives as a
representative of our largest shareholder," concluded Mr.
New Non-Executive Directors :
Juliet Thompson, Jo Le Couilliard, Mark Stejbach and Jerome
Lande have been appointed as Non-Executive Directors with immediate
effect. In accordance with the Company's articles of association,
and with the unanimous recommendation of the Board, the new NEDs
named below will stand for election by shareholders at the
Company's 2021 AGM.
-- Ms. Thompson provides a valuable combination of experience as
a FTSE 250 audit chair and as a former investment banker who has
spent her career advising pharmaceutical companies.
-- Ms. Le Couilliard possesses extensive experience with
managing and transforming commercial models in the pharma
-- Mr. Stejbach brings valuable first-hand experience with
profitably growing novel treatments, with particular experience in
those targeting substance use disorders (SUD).
-- Mr. Lande provides extensive investment expertise in the healthcare sector.
For the purposes of the UK Corporate Governance Code, Juliet
Thompson, Jo Le Couilliard and Mark Stejbach are considered by the
Board to be independent upon their appointments.
Phased Succession of Current Board Members :
Alongside the aforementioned appointments, Indivior has today
announced a phased and orderly succession of certain Board members
who all joined the Board at its inception in November 2014:
-- Lorna Parker, Chair of the Nomination & Governance
Committee, has informed the Board that after serving as a member of
the Indivior Board for six years she intends to step down from the
Board upon the appointment of a further independent NED candidate,
December 2021 at the latest. Lorna Parker will step down as Chair
of the Nomination & Governance Committee and Graham
Hetherington will assume that role following the conclusion of the
-- Daniel ("Dan") J. Phelan, Chair of the Remuneration
Committee, has informed the Board that he intends to step down by
the end of December 2022, when he will have served as a member of
the Indivior Board for eight years.
-- A. Thomas ("Tom") McLellan currently intends to continue to
serve on the Board until the expiry of his nine-year term in
As previously announced, Daniel Tassé, current Senior
Independent Director, will not stand for re-election at the
Company's 2021 AGM and will stand down at the conclusion of that
meeting. The Board has identified Dan Phelan as the most qualified
Independent Director to take on the role of Senior Independent
Director with effect from conclusion of the 2021 AGM.
Board Committees Changes :
The Company further announces the following changes to the
composition of the Board's principal committees, effective
-- Juliet Thompson, Jo Le Couilliard, Mark Stejbach, and Jerome
Lande will be appointed members of the Audit Committee. Juliet
Thompson and Jo Le Couilliard are both considered to have recent
and relevant financial experience. Graham Hetherington, who had
remained a member of the Audit Committee while an individual with
recent and relevant financial experience was recruited, will stand
down as a member of that Committee.
-- Juliet Thompson and Jerome Lande will be appointed as members
of the Nomination & Governance Committee.
-- Jo Le Couilliard will be appointed a member of the
Remuneration Committee. Mark Stejbach will be appointed as a member
of the Science & Policy Committee.
Following the 2021 AGM, Juliet Thompson will be appointed as
Chair of the Audit Committee. Therefore, following the AGM the
composition of the Board Committees will be as follows:
-- Audit: Juliet Thompson (Chair), Peter Bains, Jo Le
Couilliard, Jerome Lande and Mark Stejbach.
-- Nomination & Governance: Graham Hetherington (Chair),
Lorna Parker, Dan Phelan, Juliet Thompson, Jerome Lande and Tom
-- Remuneration: Dan Phelan (Chair), Graham Hetherington, Lorna Parker and Jo Le Couilliard.
-- Science & Policy: Peter Bains (Chair), Tom McLellan and Mark Stejbach.
Relationship Agreement with Scopia :
Indivior has also today entered into a Relationship Agreement
with Scopia which, at the date of this announcement, has confirmed
to the Company that it has interests in approximately 16.9% of the
currently issued share capital of Indivior and is the Company's
largest shareholder. Jerome Lande currently serves as Partner and
Head of Special Situations investments at Scopia.
The Relationship Agreement contains certain customary
standstill, voting and governance provisions appropriate for an
agreement between a premium listed company and a significant
shareholder, including for the duration of the Relationship
Agreement: a commitment from the Company that Scopia shall be
entitled to have one representative director appointed to the
Board, which will initially be Mr. Lande; and commitments from
Scopia (applicable to it and its affiliates) to:
-- Not exercise any voting rights in excess of 20 per cent of
the voting rights exercisable in the Company from time-to-time;
-- Exercise its voting rights in relation to ordinary course resolutions in accordance with the recommendation of the Board; and
-- Not exercise its shareholder rights in a manner inconsistent
with the Board's recommendation (other than in respect of certain
non-ordinary course resolutions).
The Relationship Agreement will remain in force until December
31, 2023, unless extended by mutual agreement or terminated earlier
in accordance with its terms, including in the event that Scopia
(and its affiliates) cease to have interests in at least 10% of the
Company's issued share capital.
New Director Biographies :
About Juliet Thompson
Juliet Thompson has over 30 years of finance, banking and board
experience with significant focus in the healthcare sector. Juliet
Thompson is a proven FTSE 250 audit chair and a former investment
banker who has spent her career advising pharmaceutical companies.
She played a leading role in setting up Code Securities, which was
quickly acquired by Nomura (becoming Nomura Code) but remained
independent. At Nomura Code, Juliet was advising companies in the
healthcare and clean tech sectors on their financing and strategic
options. She worked on over 50 transactions including IPO's,
secondary offerings, private placements and M&A. As Nomura Code
was devolved, she joined Stifel with a team from Nomura Code to
head up the life sciences and clean tech teams where she advised
CEOs and CFOs in the healthcare sector. Since retiring, Juliet has
built a diverse portfolio and currently chairs the Audit Committees
of Novacyt and Vectura. She is also a Non-Executive Director of
Organox. She previously served on the Board of GI Dynamics, a
Boston-based medical device company developing products for
patients with type 2 diabetes and obesity. She holds a BSc in
Economics from the University of Bristol and is a Chartered
Accountant holding an ACA from the Association of Chartered
About Joanna Le Couilliard
Joanna Le Couilliard is a healthcare industry veteran who spent
the majority of her career in general management, finance and
commercial roles for leading pharmaceutical companies. Ms. Le
Couilliard retired in 2018 as part of GlaxoSmithKline's Global
Pharmaceuticals leadership team, where she was responsible for
transforming GSK's commercial model through building digital, data
and analytics capability across GSK. While at GSK, she was also
responsible for the Asia Pacific region. Prior to that, Ms. Le
Couilliard served as Chief Operating Officer at the BMI group of
private hospitals in the UK. She currently serves as a
Non-Executive Director and Chair of the Audit, Risk and Nomination
Committee at Circassia Pharmaceuticals plc, a Non-Executive
Director at Alliance Pharma plc, and a Non-Executive Director at
the Italian listed pharmaceutical company, Recordati S.p.A., where
she is Chair of the Remuneration Committee. She has previously
served as a Non-Executive Director at Frimley Park NHS Foundation
Trust in the UK, Cello Health PLC and at the Duke NUS Medical
School in Singapore. Ms. Le Couilliard is a Chartered Accountant
holding an ACA from the Association of Chartered Certified
Accountants and holds a Masters in Natural Sciences from the
University of Cambridge.
About Mark Stejbach
Mark Stejbach has over 30 years of experience in biotech and
pharmaceuticals, including senior roles in a broad range of
commercial functions including marketing, sales, economic affairs,
managed care and finance. Mr. Stejbach most recently served as
Senior Vice President and Chief Commercial Officer at Alkermes,
plc, a publicly traded global biopharmaceutical company, where he
was responsible for building sales of Vivitrol from $40m to $300m.
Prior to his role at Alkermes, Mr. Stejbach served as the Chief
Commercial Officer at Tengion, Inc. from 2008 to 2012, and he
previously held senior positions at Merck and Biogen. He currently
serves as a non-executive on the board of Flexion Therapeutics
(NASDAQ: FLXN), which has recently launched a "buy-and-bill,"
long-acting injectable for the treatment of osteoarthritis. He
previously served as Senior Commercial Advisor to EIP Pharma Inc.,
a private company advancing CNS-focused therapeutics to benefit
patients with neurodegenerative diseases. Mark Stejbach holds an
M.B.A. from the Wharton School, University of Pennsylvania and a
B.S. in mathematics from Virginia Tech.
About Jerome Lande
Jerome Lande has over 20 years of experience as a professional
investor, including substantial investing in medical device,
pharmaceutical and healthcare services companies. He currently
serves as Head of Special Situations investments at Scopia Capital
Management. Mr. Lande co-founded Coppersmith Capital Management,
where he was managing partner and portfolio manager until it
combined with Scopia in 2016. Prior to co-founding Coppersmith, Mr.
Lande was a partner of MCM Capital Management, LLC, the general
partner of MMI Investments, LP, a small-cap investment fund founded
in 1996 to employ private equity investing methodologies in public
equities, and where Mr. Lande oversaw research, trading and
activism from 1998 to 2011. During that time, he was also
associated with MCM's private equity investments wherein he was
directly involved with corporate development as well as equity
growth. Mr. Lande is a member of the board of directors and Chair
of the Strategy Committee of CONMED Corporation, a public global
medical technology company. Mr Lande is also a member of the board
of directors of Itron Inc., a public global technology company that
offers products and services on energy and water resource
management. He previously served as a member of the board of
directors of Forest City Realty Trust, Inc., a public national real
estate company. Mr. Lande holds a B.A. from Cornell University.
Under the provisions of the UK Corporate Governance Code, Jerome
Lande will not be considered to be an independent Non-Executive
Director, given his role representing Scopia on the Board.
The Company confirms there is no further information to be
disclosed pursuant to LR 9.6.13 in connection with the appointment
of the new NEDs.
The person responsible for making this announcement is Kathryn
Hudson, Company Secretary.
This announcement contains certain statements that are
forward-looking. By their nature, forward-looking statements
involve risks and uncertainties as they relate to events or
circumstances that may or may not occur in the future. Actual
results may differ materially from those expressed or implied in
such statements because they relate to future events.
Forward-looking statements include, among other things, statements
regarding the Indivior Group's financial guidance for 2021, if any,
and its medium- and long-term growth outlook, its operational
goals, its product development pipeline and statements regarding
ongoing litigation and other statements containing the words
"subject to", "believe", "anticipate", "plan", "expect", "intend",
"estimate", "project", "may", "will", "should", "would", "could",
"can", the negatives thereof, variations thereon and similar
Various factors may cause differences between Indivior's
expectations and actual results, including, among others (including
those described in the risk factors described in the most recent
Indivior PLC Annual Report and in subsequent releases); factors
affecting sales of Indivior Group's products and financial
position; the outcome of research and development activities;
decisions by regulatory authorities regarding the Indivior Group's
drug applications or authorizations; the speed with which
regulatory authorizations, pricing approvals and product launches
may be achieved, if at all; the outcome of post-approval clinical
trials; competitive developments; difficulties or delays in
manufacturing and in the supply chain; disruptions in or failure of
information technology systems; the impact of existing and future
legislation and regulatory provisions on product exclusivity;
trends toward managed care and healthcare cost containment;
legislation or regulatory action affecting pharmaceutical product
pricing, reimbursement or access; challenges in the commercial
execution; claims and concerns that may arise regarding the safety
or efficacy of the Indivior Group's products and product
candidates; risks related to legal proceedings, including
settlement with the U.S. Department of Justice and potential
exclusion from participating in U.S. Federal health care programs;
the ongoing investigative and antitrust litigation matters; the
opioid national multi-district litigation and securities class
action litigation; the Indivior Group's ability to protect its
patents and other intellectual property; the outcome of patent
infringement litigation relating to Indivior Group's products,
including the ongoing ANDA lawsuits; changes in governmental laws
and regulations; issues related to the outsourcing of certain
operational and staff functions to third parties; risks related to
the evolving COVID-19 pandemic and the potential impact of COVID-19
on the Indivior Group's operations and financial condition, which
cannot be predicted with confidence; uncertainties related to
general economic, political, business, industry, regulatory and
market conditions; and the impact of acquisitions, divestitures,
restructurings, internal reorganizations, product recalls and
withdrawals and other unusual items.
Consequently, forward-looking statements speak only as of the
date that they are made and should be regarded solely as our
current plans, estimates and beliefs. You should not place undue
reliance on forward-looking statements. We cannot guarantee future
results, events, levels of activity, performance or achievements.
Except as required by law, we do not undertake and specifically
decline any obligation to update, republish or revise
forward-looking statements to reflect future events or
circumstances or to reflect the occurrences of unanticipated
Indivior is a global pharmaceutical company working to help
change patients' lives by developing medicines to treat addiction
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 addiction.
Indivior is dedicated to transforming addiction from a global human
crisis to a recognized and treated chronic disease.
Building on its global portfolio of opioid dependence
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
addiction, including alcohol use disorder. Headquartered in the
United States in Richmond, VA, Indivior employs more than 700
individuals globally and its portfolio of products is available in
over 40 countries worldwide. Visit www.indivior.com to learn more.
Connect with Indivior on LinkedIn by visiting
SUBLOCADE(R) (BUPRENORPHINE EXTED-RELEASE) INJECTION FOR
SUBCUTANEOUS USE (CIII)
INDICATION AND HIGHLIGHTED SAFETY INFORMATION
SUBLOCADE is indicated for the treatment of moderate to severe
opioid use disorder in patients who have initiated treatment with a
transmucosal buprenorphine-containing product, followed by dose
adjustment for a minimum of 7 days.
SUBLOCADE should be used as part of a complete treatment plan
that includes counselling and psychosocial support.
WARNING: RISK OF SERIOUS HARM OR DEATH WITH INTRAVENOUS
ADMINISTRATION; SUBLOCADE RISK EVALUATION AND MITIGATION
-- Serious harm or death could result if administered
intravenously. SUBLOCADE forms a solid mass upon contact with body
fluids and may cause occlusion, local tissue damage, and
thrombo-embolic events, including life threatening pulmonary
emboli, if administered intravenously.
-- Because of the risk of serious harm or death that could
result from intravenous self-administration, SUBLOCADE is only
available through a restricted program called the SUBLOCADE REMS
Program. Healthcare settings and pharmacies that order and dispense
SUBLOCADE must be certified in this program and comply with the
HIGHLIGHTED SAFETY INFORMATION
Prescription use of this product is limited under the Drug
Addiction Treatment Act.
SUBLOCADE should not be administered to patients who have been
shown to be hypersensitive to buprenorphine or any component of the
ATRIGEL(R) delivery system.
WARNINGS AND PRECAUTIONS
Addiction, Abuse, and Misuse: SUBLOCADE contains buprenorphine,
a Schedule III controlled substance that can be abused in a manner
similar to other opioids. Monitor patients for conditions
indicative of diversion or progression of opioid dependence and
Respiratory Depression: Life threatening respiratory depression
and death have occurred in association with buprenorphine. Warn
patients of the potential danger of self-administration of
benzodiazepines or other CNS depressants while under treatment with
Neonatal Opioid Withdrawal Syndrome: Neonatal opioid withdrawal
syndrome is an expected and treatable outcome of prolonged use of
opioids during pregnancy.
Adrenal Insufficiency: If diagnosed, treat with physiologic
replacement of corticosteroids, and wean patient off of the
Risk of Opioid Withdrawal with Abrupt Discontinuation: If
treatment with SUBLOCADE is discontinued, monitor patients for
several months for withdrawal and treat appropriately.
Risk of Hepatitis, Hepatic Events: Monitor liver function tests
prior to and during treatment.
Risk of Withdrawal in Patients Dependent on Full Agonist
Opioids: Verify that patient is clinically stable on transmucosal
buprenorphine before injecting SUBLOCADE.
Treatment of Emergent Acute Pain: Treat pain with a non-opioid
analgesic whenever possible. If opioid therapy is required, monitor
patients closely because higher doses may be required for analgesic
Adverse reactions commonly associated with SUBLOCADE (in >=5%
of subjects) were constipation, headache, nausea, injection site
pruritus, vomiting, increased hepatic enzymes, fatigue, and
injection site pain.
For more information about SUBLOCADE, the full Prescribing
Information including BOXED WARNING, and Medication Guide visit
Investor Contact :
Jason Thompson, Indivior
Vice President, Investor Relations
Media Contacts :
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(END) Dow Jones Newswires
March 24, 2021 03:00 ET (07:00 GMT)