Indivior and Supernus agree to merge, forming Supernus, Inc.
Indivior will absorb Supernus in a stock-for-stock deal that renames the combined company and pays holders a $1 billion special dividend.
Indivior Pharmaceuticals and Supernus Pharmaceuticals entered into an Agreement and Plan of Merger on August 1, 2026, under which Indivior and a wholly owned merger subsidiary, Artemis Merger Sub Inc., will see the sub merge into Supernus, with Supernus continuing as the surviving company and a wholly owned subsidiary of Indivior1. As a result, Indivior will be renamed Supernus, Inc.1
Under the exchange terms, each outstanding Supernus share will convert into the right to receive 1.5401 shares of Indivior common stock1. Following closing, Indivior stockholders are expected to own approximately 56.5% of the combined company on a fully diluted basis, with Supernus stockholders owning approximately 43.5%1.
Indivior also plans to fund a special payout: prior to closing, Indivior will declare a special cash dividend totaling $1,000,000,000, payable to holders of record of Indivior shares and certain equity awards as of a record date set immediately before the merger's effective time, with payment following closing1. To help finance it, Indivior has a commitment letter with Citibank, N.A. for a senior secured term loan facility of up to $650 million1.
Leadership and listing plans are set: the combined board will have eight members, split evenly between Indivior and Supernus nominees, with Jack A. Khattar as CEO and Timothy C. Dec as CFO1. The company intends to trade on Nasdaq as "SUPN" beginning the first trading day on or after the deal closes1.
The deal carries termination fees in either direction: Indivior must pay Supernus $174.0 million under specified walk-away scenarios, including a change in board recommendation or acceptance of a superior proposal1, while Supernus must pay Indivior $101.0 million under parallel circumstances1. Either party may terminate if the merger has not closed within six months of signing, extendable twice up to a maximum of twelve months if only antitrust clearance remains outstanding1. Both companies' directors and officers signed voting agreements committing their shares in favor of the transaction, as disclosed in the filing.
Written by readthrough’s AI from the linked primary sources and fact-checked against them automatically before publishing. Not investment advice.