Indivior Announces Merger with Supernus; $1B Special Dividend

What Happened

• Indivior Pharmaceuticals (Indivior) and Supernus Pharmaceuticals entered into a definitive Agreement and Plan of Merger on August 1, 2026. Under the deal, Merger Sub (an Indivior subsidiary) will merge into Supernus, with Supernus surviving as a wholly owned subsidiary and Indivior expected to be renamed Supernus, Inc. at closing.
• The exchange ratio is fixed at 1.5401 Indivior shares per Supernus share. Upon closing, Indivior stockholders are expected to own approximately 56.5% and Supernus stockholders about 43.5% of the combined company (fully diluted). Indivior and Supernus issued a joint press release on August 3, 2026 announcing the agreement.

Key Details

• Exchange Ratio: 1.5401 Indivior shares per Supernus share.
• Special Dividend: Indivior will declare a $1,000,000,000 special cash dividend payable to holders of record immediately prior to the merger’s effective time; Citibank committed to a $650 million senior secured term loan facility to support the transaction.
• Governance and management: Combined Company Board will have eight directors (4 Indivior nominees, 4 Supernus nominees); Jack A. Khattar will serve as CEO and Timothy C. Dec as CFO of the Combined Company.
• Other terms: Supernus equity awards (RSUs/PSUs/options) will be converted into Indivior-equivalent awards; closing is subject to customary conditions including stockholder approvals, effectiveness of a registration statement, HSR clearance, and Nasdaq listing of the combined company under ticker “SUPN.” Termination fees: Indivior may owe $174.0M to Supernus in certain scenarios; Supernus may owe $101.0M to Indivior in certain scenarios.

Why It Matters

• Investors should note this is a transformational merger that will create a combined company with a new name and Nasdaq ticker and a defined ownership split (Indivior ~56.5% / Supernus ~43.5%).
• The $1.0B special dividend and the $650M committed loan are material cash and financing events disclosed in the filing and could affect the combined company’s balance sheet and liquidity.
• The transaction requires stockholder and regulatory approvals and other customary closing conditions; there are also significant termination-fee provisions. A joint proxy statement/prospectus and additional SEC filings will provide further details for investors prior to any votes.