Indivior Pharmaceuticals: supplements proxy statement for merger

What happened

• Indivior Pharmaceuticals, Inc. filed a Current Report on Form 8-K (Item 8.01) on Oct 6, 2026, supplementing the definitive joint proxy statement/prospectus for the proposed merger with Supernus Pharmaceuticals, Inc. The Merger Agreement was entered on Aug 1, 2026, and the Form S-4 (File No. 333-298637) was declared effective by the SEC on Sep 11, 2026. Each of Indivior and Supernus will hold a special meeting of stockholders on Oct 15, 2026.
• The supplement discloses additional or corrected financial and valuation details from Cantor Fitzgerald’s analyses and states that the supplement is being provided following demand letters and two complaints received by Supernus; Supernus and Indivior say the supplement is being made solely to eliminate the burden, expense and uncertainty of litigation and to moot disclosure claims, while denying any liability.

Key details

• Supernus’s estimated cash and debt were stated as approximately $372,000,000 and $0, respectively; Indivior’s estimated cash and debt were stated as approximately $249,000,000 and approximately $500,000,000, and the analyses reflect a $1,000,000,000 Special Dividend.
• Cantor Fitzgerald’s discounted cash flow analyses used discount rates of 9.5% to 11.5% for Supernus and 8.0% to 10.0% for Indivior, and terminal growth rates of negative 10.0% to positive 3.0% after Dec 31, 2040.
• Cantor-derived implied per share equity value reference ranges shown in the supplement were approximately $50.55 to $59.50 for Supernus Shares and approximately $24.20 to $43.90 for Indivior Shares.
• The supplement includes corrected or clarified fully diluted share ranges and other numeric inputs used by Cantor, with certain figures dated as of Jul 28, 2026.

Why it may matter

• Item reported: Item 8.01, other events. The filing supplements and, where applicable, supersedes or updates disclosure in the joint proxy statement/prospectus relating to the proposed merger, including valuation analyses and certain numeric assumptions and share counts used by the financial advisor.
• The filing states the supplement was provided after demand letters and litigation threats and was made to moot disclosure claims, without admission of liability. The filing does not explain why the company made these supplemental disclosures.