Opiant Pharmaceuticals Inc.

Practice Area: 
Stock Symbol: 
Case Status: 

Ademi LLP is investigating Opiant (NASDAQ: OPNT) for possible breaches of fiduciary duty and other violations of law in its transaction with Indivior.

Ademi LLP alleges Opiant’s financial outlook and prospects are excellent and yet Opiant holders will receive only $20.00 per share in cash at closing, plus contingent value rights (CVRs) representing, if achieved, potential additional payments over a period of seven years of up to $8.00 per share. Pursuant to the CVRs, Indivior will pay $2.00 per CVR if OPNT003 achieves the following net revenue thresholds during any period of four consecutive quarters prior to the seventh anniversary of the U.S. commercial launch: (i) $225 million, (ii) $300 million, and (iii) $325 million. The remaining $2.00 per CVR will become payable if OPNT003 achieves net revenue of $250 million during any period of four consecutive quarters prior to the third anniversary of the U.S. commercial launch. Opiant notes that there can be no guarantee that the CVR payments will be achieved as the future performance of OPNT003 is subject to several risks and uncertainties. The transaction agreement unreasonably limits competing bids for Opiant by imposing a significant penalty if Opiant accepts a superior bid. Opiant insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of Opiant’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Opiant.