-- Combines highly complementary businesses, with a diversified portfolio of
CNS medicines totaling approximately $2.2 billion in combined annual
revenues
-- Enhanced financial position and free cash flow generation enabling
greater financial flexibility to pursue internal and external growth
opportunities
-- Combined company expected to benefit from immediate scale and $125
million of expected annual cost synergies
-- Combined entity to be named Supernus, Inc. and Jack Khattar to serve as
President and Chief Executive Officer
-- Companies to host joint conference call at 8:30 a.m. EDT today
ROCKVILLE, Md. and RICHMOND, Va., Aug. 03, 2026 (GLOBE NEWSWIRE) -- Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) and Indivior Pharmaceuticals, Inc. (Nasdaq: INDV) today announced that they have entered into a definitive agreement to combine in a tax-free all-stock merger of equals transaction to create a leading diversified, central nervous system $(CNS)$ biopharmaceutical company with significant scale. The transaction is expected to generate significant value for stockholders of both companies, realizing $125 million in expected annual cost synergies. The combined entity will be named Supernus, Inc. and will be listed on the Nasdaq Global Market under the ticker symbol "SUPN". Upon completion of the transaction, Jack Khattar, Supernus Pharmaceuticals President and Chief Executive Officer, will serve as President, Chief Executive Officer and a member of the Board of Directors of the combined company, and Tony Kingsley, a member of Indivior's Board of Directors, will serve as Board Chair of the combined company.
"This merger brings together two complementary organizations with a shared vision of improving the lives of people living with central nervous system diseases," said Jack Khattar, Supernus Pharmaceuticals President and Chief Executive Officer. "With our combined commercial expertise and enhanced capabilities, we are well positioned to drive significant, durable growth across our diversified portfolio of medicines. This transaction also provides us with greater financial flexibility to pursue growth initiatives to potentially accelerate value creation for stockholders."
"Under Jack's leadership, we are excited by the potential of the combination and confident in Supernus' future," said Joe Ciaffoni, Indivior Pharmaceuticals Chief Executive Officer. "Bringing our two organizations together is intended to deliver greater value to the patients, healthcare communities, and stockholders we serve. After the closing of the proposed merger, all three phases of the Indivior Action Agenda will have been successfully completed."
Strategic and Financial Rationale
-- Diversified and scaled portfolio of medicines that treat CNS diseases:
The combined company will have a commercial portfolio of 11
differentiated medicines across psychiatry, neurology and addiction, with
key growth products currently expected to continue growing well into the
2030s.
-- Accelerates profitable growth and cash flow generation: The combined
company is expected to generate pro forma net revenue of $2.2 billion and
pro forma adjusted EBITDA of $888 million(1)(2).
-- Strong financial profile enables increased flexibility and capacity to
pursue growth opportunities: The combined company will have a strong
balance sheet with net debt of approximately $878 million(3) and a net
leverage ratio of <1x(4). The transaction provides the combined company
with increased financial flexibility and capacity to pursue additional
growth opportunities, including investing in the growth of the combined
current commercial portfolio, advancing Supernus Pharmaceuticals'
innovative pipeline programs, and evaluating business development
opportunities to expand and enhance the combined business.
-- Proven leadership team with a track record of building successful
commercial franchises and successfully integrating acquisitions: The
transaction brings together experienced teams with successful track
records of developing, launching, and commercializing medicines to
address significant unmet needs, as well as successfully integrating
acquired businesses. In addition, the combined company will have the
capabilities to drive innovative internal research and development and
execute additional strategic acquisitions.
Governance and Headquarters
The combined company's Board is expected to have a total of eight directors, including four directors from Supernus Pharmaceuticals, including Jack Khattar as President and Chief Executive Officer, and four directors from Indivior Pharmaceuticals, including Tony Kingsley as Board Chair.
Supernus Pharmaceuticals' headquarters in Rockville, Md., will serve as the combined company's global headquarters following completion of the merger. The structure of the leadership team of the combined organizations and the names of all directors will be announced prior to or in conjunction with the closing of the transaction.
Transaction Details
Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Supernus Pharmaceuticals stockholders will receive 1.5401 common shares of Indivior Pharmaceuticals for each share of Supernus Pharmaceuticals they own. Indivior Pharmaceuticals stockholders will receive a one-time special cash dividend of $1.0 billion in aggregate immediately prior to closing of the merger. To finance the dividend to Indivior Pharmaceuticals stockholders, the companies have secured a debt commitment of $650 million through a term loan facility provided by Citibank N.A. with the remaining portion to be funded by existing cash on hand of the combined company. Upon the close of the transaction, Indivior Pharmaceuticals stockholders will own approximately 56.5% of the combined company, and Supernus Pharmaceuticals stockholders will own approximately 43.5% of the combined company, on a fully diluted basis.
The transaction is expected to close in the fourth quarter of 2026, subject to approval by stockholders of both companies, regulatory approvals and customary closing conditions.
In separate press releases issued today, Supernus and Indivior will each report financial results for second quarter ended June 30, 2026. The press releases will be available in the Investor Relations sections of the companies' respective websites.
As a result of the transaction announcement, Supernus and Indivior will host the joint transaction conference call in lieu of their previously scheduled second quarter 2026 earnings conference calls.
Advisors
Cantor Fitzgerald & Co. is serving as lead financial advisor to Supernus Pharmaceuticals. Wells Fargo also served as an additional financial advisor to Supernus Pharmaceuticals. Saul Ewing LLP is serving as legal counsel to Supernus Pharmaceuticals and Morgan Lewis UK is serving as legal advisors to Supernus Pharmaceuticals with respect to certain Canadian and European Union matters.
Jefferies LLC and Piper Sandler & Co. are serving as joint financial advisors to Indivior and Goodwin Procter LLP is serving as legal counsel to Indivior. Citi also provided financial advice to Indivior, and Citibank, N.A. is providing committed financing in support of the transaction.
Additional information about the transaction can be found on the Supernus and Indivior websites, which are listed below.
Conference Call and Webcast Details:
Supernus and Indivior will host a joint conference call and webcast presentation today, August 3, 2026, at 8:30 a.m. EDT. A live webcast will be available here or from the Investor Relations section of both companies' websites at Supernus Events & Presentations and www.indivior.com.
Participants may also pre-register any time before the call here. Once registration is completed, participants will be provided a dial-in number with a personalized conference code to access the call. Please dial in 15 minutes prior to the start time.
A replay of the webcast will be available following the event.
An investor presentation, which will be referenced during the webcast, is also available from the Investor Relations section of both companies' websites.
About Supernus Pharmaceuticals
Supernus is a biopharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases.
Supernus' diverse neuroscience portfolio includes approved treatments for attention-deficit hyperactivity disorder $(ADHD)$, dyskinesia in Parkinson's disease $(PD)$ patients receiving levodopa-based therapy, hypomobility in PD, postpartum depression $(PPD)$, epilepsy, migraine, cervical dystonia, and chronic sialorrhea. We are developing a broad range of novel product candidates for CNS disorders.
For more information, please visit www.supernus.com.
About Indivior Pharmaceuticals
As the leader in long-acting injectable treatments for opioid use disorder (OUD), Indivior is singularly focused on delivering evidence-based treatment and advancing understanding of OUD as a chronic but treatable brain disease. For more than 25 years, we have revolutionized the science of addiction medicine, developing treatments that help people move toward long-term recovery with independence and dignity. Building on this heritage, we are ushering in a new era, renewing our commitment to individuals living with OUD and carrying forward what matters most: compassion, integrity, and science. Together -- with science, people living with OUD, public health champions, and communities -- we are powering recovery and renewing hope. Visit www.indivior.com to learn more. Connect with Indivior on LinkedIn by visiting www.linkedin.com/company/Indivior.
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