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Get filing alertsSupernus announces merger of equals with Indivior, creating $2.2B CNS leader
Filed August 3, 2026 · Period ending August 3, 2026 · ~1 min read
Key Changes
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Supernus merging with Indivior in all-stock transaction; shareholders receive 1.5401 Indivior shares per Supernus share, owning 43.5% of combined company. Indivior paying $1B dividend to pre-closing shareholders funded by $650M new debt.
Exhibit 99.1 view on EDGAR → -
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Combined company projects $2.2B revenue, $888M Adjusted EBITDA (41% margin) including $125M annual cost synergies. Pro forma net leverage under 1x at 0.99x.
Exhibit 99.1 view on EDGAR → -
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Transaction subject to shareholder and regulatory approvals, expected to close Q4 2026. Exchange ratio is fixed and will not adjust for share price changes. Competing proposals could emerge.
Item 8.01 — Other Events verify on EDGAR → -
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Combined entity will operate as Supernus, Inc. with Jack Khattar as CEO and eight-member board (four directors from each company). Portfolio spans 11 commercial products across addiction, ADHD, postpartum depression, and Parkinson's.
Exhibit 99.1 view on EDGAR → -
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Companies hosting joint conference call August 3, 2026 at 8:30 a.m. ET to present merger details. Indivior filing Form S-4 registration statement with joint proxy materials.
Item 8.01 — Other Events verify on EDGAR →
Summary
Supernus Pharmaceuticals disclosed a merger of equals with Indivior that would create a $2.2 billion CNS-focused biopharmaceutical company. Supernus shareholders will receive 1.5401 Indivior shares for each share they own in a tax-free stock-for-stock exchange, giving them 43.5% ownership of the combined entity.
Before closing, Indivior will pay a $1 billion dividend to its pre-closing shareholders, funded by $650 million of new debt plus existing cash. The combined company projects $2.2 billion in revenue and $888 million in Adjusted EBITDA (a 41% margin), incorporating expected annual cost synergies of at least $125 million.
Pro forma net leverage will be under 1x at 0.99x, preserving balance sheet strength despite the dividend-related debt. The portfolio will span 11 commercial products across addiction/opioid use disorder, ADHD, postpartum depression, and Parkinson's disease. Jack Khattar will lead as CEO with an eight-member board split equally between the two companies. The transaction requires shareholder and regulatory approvals and is expected to close in Q4 2026. The exchange ratio is fixed and will not adjust for share price movements between signing and closing. Retail holders should monitor the proxy materials when filed and assess whether the strategic rationale and synergy targets justify the ownership dilution and the leverage the combined company will carry from funding Indivior's pre-close dividend.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
on August 3, 2026, Supernus Pharmaceuticals, Inc. (the “Company”) and Indivior Pharmaceuticals Inc. (“Indivior”) are hosting a conference call and webcast at 8:30 a.m., Eastern Time, to present information regarding the proposed merger of the Company and Indivior.
The company is hosting a joint conference call and webcast with Indivior on August 3, 2026 at 8:30 a.m. Eastern Time to present information about their proposed merger. The company will display presentation slides during the call.
Added in current filing · verify on EDGAR →
These statements, including statements regarding the proposed merger of equals of Supernus and Indivior, the expected timing of the closing, and the anticipated benefits and prospects of the combined company, are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including, among others: the risk that the proposed merger may not be completed in a timely manner or at all; the failure to obtain the required approvals of Supernus' or Indivior’s stockholders; the failure or delay in obtaining required regulatory approvals, or the imposition of conditions in connection therewith; the failure to satisfy the other conditions to closing; the possibility that a competing or superior acquisition proposal is made; the fact that the exchange ratio is fixed and will not be adjusted for changes in the market price of Supernus or Indivior shares; the effect of the announcement, pendency or completion of the transaction on the market price of Supernus and Indivior shares; the effect of the additional indebtedness incurred to fund the Special Dividend on the combined company
The filing characterizes the transaction as a merger of equals between Supernus and Indivior. Key disclosed risks include: the merger may not close, stockholder and regulatory approvals are required, the exchange ratio is fixed and won't adjust for share price changes, and the combined company will incur additional indebtedness to fund a special dividend. The filing notes a competing proposal could emerge and that closing conditions must be satisfied.
Added in current filing · verify on EDGAR →
In connection with the proposed transaction, Indivior intends to file with the SEC a registration statement on Form S-4, which will include a document that serves as a prospectus of Indivior and a joint proxy statement of Indivior and Supernus (the “joint proxy statement/prospectus”). Each party also plans to file other relevant documents with the SEC regarding the proposed transaction.
Indivior will file a Form S-4 registration statement with the SEC containing a joint proxy statement/prospectus for both companies' stockholders. Both parties will file additional relevant documents with the SEC. Stockholders will receive definitive proxy materials and are urged to read them when available as they will contain important information about the transaction.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
100% tax-free stock-for-stock merger • Supernus shareholders to receive 1.5401 Indivior shares for each Supernus share
Supernus is merging with Indivior in an all-stock transaction where Supernus shareholders will receive 1.5401 Indivior shares for each Supernus share they own. The combined company will be named Supernus, Inc., headquartered in Rockville, Maryland, with Jack Khattar as President and CEO. Post-close ownership will be 56.5% Indivior shareholders and 43.5% Supernus shareholders. The transaction is expected to close in Q4 2026, subject to shareholder and regulatory approvals.
Added in current filing · view on EDGAR →
Prior to closing, Indivior will declare a dividend of $1B in the aggregate to pre-closing stockholders
Before the merger closes, Indivior will pay a $1 billion aggregate dividend to its pre-closing stockholders. The pro forma financials indicate this dividend will be funded by $650 million of new debt plus existing cash, resulting in pro forma net debt of $878 million for the combined company.
Added in current filing · view on EDGAR →
<1x Net leverage ... Pro forma net debt reflects reported net debt as of 6/30/26, adjusted for the addition of $650 million of debt assumed to be drawn to fund the dividend and the dividend payment. Pro forma net debt does not reflect transaction costs, financing fees, or costs to achieve synergies.
The combined company will have pro forma net leverage of less than 1x (0.99x), calculated as pro forma net debt of $878 million divided by LTM Adjusted EBITDA including synergies. This reflects $650 million of new debt drawn to fund the Indivior dividend. Management emphasizes the transaction preserves balance sheet strength and creates greater financial flexibility to pursue business development and growth opportunities.
Added in current filing · view on EDGAR →
4 Directors from Supernus / 4 Directors from Indivior, including Tony Kingsley, Non-executive Board Chair • President and Chief Executive Officer: Jack Khattar • Expanded current Supernus executive team
The combined company board will have eight directors: four from Supernus and four from Indivior, with Tony Kingsley serving as Non-executive Board Chair. Jack Khattar will serve as President and CEO, leading an expanded version of the current Supernus executive team.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 4, 2026 · How we verify