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Mallinckrodt plc Board Expands Company's Share Repurchase Plan by $1.0 Billion; Company Announces Results of 2017 Annual General Meeting

-- Board and management long-term outlook reflected in share repurchase authorization, reinforces Mallinckrodt's inherent long-term earnings power and free cash generation capabilities --
-- Company expects to apply a range of capital deployment levers, including strategic, financially sound business development opportunities, and potentially debt reduction --
-- All director nominees elected; all management proposals passed with overwhelming shareholder support --

STAINES-UPON-THAMES, United Kingdom, March 1, 2017 /PRNewswire/ -- Mallinckrodt plc (NYSE: MNK), a leading global specialty pharmaceutical company, today announced the results from its 2017 Annual General Meeting. Additionally, the company's Board of Directors authorized an incremental repurchase of ordinary shares.

Several proposals were on the meeting agenda:

  • Election of Directors
  • Appointment of Independent Auditors
  • An advisory vote to approve the company's executive compensation
  • Authorization of the company and/or any subsidiary to make market purchases or overseas market purchases of company shares
  • Authorization of the price range at which the company may re-allot shares it holds as treasury shares
  • Approval of amendments to the company's memorandum of association and articles of association
  • Approval of the reduction of the company's capital

At the meeting, shareholders elected all nine nominees to the Board of Directors, each of whom previously served on Mallinckrodt's Board. They are: Melvin D. Booth, David R. Carlucci, J. Martin Carroll, Diane H. Gulyas, JoAnn A. Reed, Angus C. Russell, Mark C. Trudeau, Kneeland C. Youngblood, M.D., and Joseph A. Zaccagnino. In addition, Mr. Booth continues to serve as the non-executive chairman of the board.

Shareholders also approved, in advisory votes, the appointment of Deloitte & Touche LLP to serve as the company's independent auditors and the compensation paid to the company's named executive officers for fiscal 2016, and authorized, in a binding vote, the Audit Committee to set the auditors' remuneration.

Shareholders also authorized Mallinckrodt and its subsidiaries to make market purchases or overseas market purchases of company shares; authorized the price range at which the company can re-allot shares it holds as treasury shares; approved the amendment of the company's memorandum of association and articles of association; and approved the reduction of company capital.

Separately, Mallinckrodt's Board of Directors authorized an incremental $1.0 billion repurchase of ordinary shares, reflecting the company's ongoing strong performance and future prospects. This authorization is in addition to prior authorizations approved by the Board, provides significant additional capacity to acquire shares within the company's capital allocation framework, and recognizes the company's commitments to all stakeholders. The share repurchase program is open-ended in time.

Mark Trudeau, President and Chief Executive Officer of Mallinckrodt, said, "Mallinckrodt has continued to deliver strong free cash flow, and has maintained manageable net debt leverage while delivering on projected revenues and profitability. We continue to execute on our long-term strategy to build the company into a leading specialty pharmaceutical company, creating value for patients with high unmet medical needs."

"Our Acquire to Invest strategy is evident in our focus on portfolio transformation and in developing a robust, organic Specialty Brands pipeline. We have also made significant progress over the past few months in strengthening our specialty pharmaceutical focus," said Trudeau, "Including the completed sale of our Nuclear Imaging business. We believe these actions will provide additional capital for investment in continued growth – including strategic business development opportunities – best positioning Mallinckrodt for the future."

Under the open-ended share repurchase program authorized by the Board, the company's ordinary shares may be purchased through any one or more of discretionary purchases on the open market, a Rule 10b5-1 trading plan, block trades, accelerated share repurchases or privately negotiated transactions. The number of shares repurchased and the timing of repurchases will depend on a number of factors, including share price, trading volume and general market conditions, along with working capital requirements, general business conditions and other factors. The repurchase authority may be suspended, modified or discontinued at any time, subject to the parameters of any trading plan, if applicable, that the company may implement.

ABOUT MALLINCKRODT
Mallinckrodt is a global business that develops, manufactures, markets and distributes specialty pharmaceutical products and therapies. Areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; and analgesics and hemostasis products. The company's core strengths include the acquisition and management of highly regulated raw materials and specialized chemistry, formulation and manufacturing capabilities. The company's Specialty Brands segment includes branded medicines and its Specialty Generics segment includes specialty generic drugs, active pharmaceutical ingredients and external manufacturing. To learn more about Mallinckrodt, visit www.mallinckrodt.com.

Mallinckrodt uses its website as a channel of distribution of important company information, such as press releases, investor presentations and other financial information. It also uses its website to expedite public access to time-critical information regarding the company in advance of or in lieu of distributing a press release or a filing with the U.S. Securities and Exchange Commission (SEC) disclosing the same information. Therefore, investors should look to the Investor Relations page of the website for important and time-critical information. Visitors to the website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investor Relations page of the website.

CAUTIONARY STATEMENTS RELATED TO FORWARD-LOOKING STATEMENTS
Statements in this document that are not strictly historical, including statements regarding future financial condition and operating results, economic, business, competitive and/or regulatory factors affecting Mallinckrodt's businesses and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties.

There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: general economic conditions and conditions affecting the industries in which Mallinckrodt operates; the commercial success of Mallinckrodt's products; Mallinckrodt's ability to realize anticipated growth, synergies and cost savings from acquisitions; conditions that could necessitate an evaluation of Mallinckrodt's goodwill and/or intangible assets for possible impairment; changes in laws and regulations; Mallinckrodt's ability to successfully integrate acquisitions of operations, technology, products and businesses generally and to realize anticipated growth, synergies and cost savings; Mallinckrodt's ability to successfully develop or commercialize new products; Mallinckrodt's ability to protect intellectual property rights; Mallinckrodt's ability to receive procurement and production quotas granted by the U.S. Drug Enforcement Administration; customer concentration; Mallinckrodt's reliance on certain individual products that are material to its financial performance; cost containment efforts of customers, purchasing groups, third-party payers and governmental organizations; the reimbursement practices of a small number of public or private insurers; pricing pressure on certain of Mallinckrodt's products due to legal changes or changes in insurers' reimbursement practices resulting from recent increased public scrutiny of healthcare and pharmaceutical costs; limited clinical trial data for H.P. Acthar® Gel; complex reporting and payment obligations under healthcare rebate programs; Mallinckrodt's ability to navigate price fluctuations; future changes to U.S. and foreign tax laws; Mallinckrodt's ability to achieve expected benefits from restructuring activities; complex manufacturing processes; competition; product liability losses and other litigation liability; ongoing governmental investigations; material health, safety and environmental liabilities; retention of key personnel; conducting business internationally; the effectiveness of information technology infrastructure; and cybersecurity and data leakage risks.

These and other factors are identified and described in more detail in the "Risk Factors" sections of Mallinckrodt's Annual Report on Form 10-K for the fiscal year ended September 30, 2016. The forward-looking statements made herein speak only as of the date hereof and Mallinckrodt does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.

CONTACTS
Investor Relations      
Coleman N. Lannum, CFA
Senior Vice President, Investor Strategy and IRO
314-654-6649
cole.lannum@mallinckrodt.com

Daniel J. Speciale, CPA
Director, Investor Relations
314-654-3638
daniel.speciale@mallinckrodt.com

Media
Rhonda Sciarra
Senior Communications Manager
908-238-6765
rhonda.sciarra@mallinckrodt.com

Meredith Fischer
Chief Public Affairs Officer
314-654-3318
meredith.fischer@mallinckrodt.com

 

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SOURCE Mallinckrodt plc