Supernus Pharmaceuticals Announces Merger of Equals with Indivior

What Happened
Supernus Pharmaceuticals, Inc. (SUPN) announced on August 1, 2026 that it entered into a Merger Agreement with Indivior Pharmaceuticals, Inc. and a wholly owned Indivior subsidiary to combine in a merger of equals. Under the agreement, each Supernus share will be exchanged for 1.5401 Indivior shares (no adjustment for market moves); after closing Indivior stockholders are expected to own ~56.5% and Supernus stockholders ~43.5% of the combined company, which will be renamed “Supernus, Inc.” and is expected to continue trading on Nasdaq under the ticker SUPN.

Key Details

• Merger Agreement signed August 1, 2026; joint press release issued August 3, 2026.
• Exchange Ratio: 1.5401 Indivior shares per Supernus share; fractional shares paid in cash based on Indivior VWAP.
• Special Dividend: Indivior will declare a $1,000,000,000 cash dividend payable to Indivior shareholders immediately prior to the Effective Time.
• Financing: Citibank committed (subject to conditions) to a $650 million senior secured term loan to help fund the Special Dividend.
• Board & Management: Combined Company Board to have eight directors (4 Indivior nominees, 4 Supernus nominees); Chair to be an Indivior nominee; Jack A. Khattar to serve as CEO and board member; Timonthy C. Dec to serve as CFO.
• Equity treatment: Outstanding Supernus awards will be converted to Indivior awards (options adjusted by the Exchange Ratio; PSUs converted to time‑based RSUs).
• Closing conditions & timing: Standard conditions apply, including approval by both companies’ stockholders, HSR clearance, Form S-4 effectiveness, Nasdaq listing approval, financing availability, and absence of material adverse effects. Initial outside termination date is six months (extendable to nine or twelve months in limited circumstances).
• Break fees: $101 million payable by the Company or $174 million payable by Indivior in certain termination scenarios.
• Voting support: Directors and executive officers of both companies entered into voting and support agreements to vote in favor of the transaction.
• CEO employment: Jack Khattar and Supernus signed an employment agreement effective only upon closing providing $1,115,000 base salary, target annual bonus 100% of salary (up to 200%), severance (18 months; 24 months if within the change‑in‑control period), lump‑sum bonus on certain terminations, COBRA up to 12 months, and customary restrictive covenants.

Why It Matters
This is a material strategic transaction that reshapes ownership (Indivior majority owner on a fully diluted basis) and leadership while keeping the combined company public on Nasdaq. The $1.0 billion Special Dividend and related financing increase near-term financing and credit considerations for Indivior and the combined company. Stockholder votes, antitrust review, financing and other customary closing conditions must be satisfied before the deal is completed; until then the transaction is not certain. For investors, key items to watch are shareholder approval ballots, the Form S-4 filing and proxy materials, antitrust/HSR clearance, and the availability/terms of the committed financing.