Supernus and Indivior Complete Merger Creating a Diversified CNS Biopharmaceutical Leader

A $1.0 billion special dividend for pre-closing Indivior holders is financed with a $650 million term loan and existing cash.

Rhea-AI Summary

Supernus (SUPN) completed its merger with Indivior, combining their businesses into a company focused on central nervous system diseases. Former Supernus Pharmaceuticals holders received 1.5401 Indivior common shares per share owned. Former Indivior holders own approximately 56.5% of the combined company, and former Supernus Pharmaceuticals holders approximately 43.5%, on a fully diluted basis.

Indivior stockholders immediately before closing will receive a $1.0 billion special cash dividend, financed with a $650 million Citibank term loan and existing combined-company cash. The company has an 11-product portfolio and says the merger enhances its cash flow profile and capacity to fund growth. Jack Khattar will serve as CEO, with Tony Kingsley as board chair. The combined company trades as INDV on November 2, 2026, and is expected to begin trading as SUPN on November 3, 2026.

3 points · 2 major

PositiveiHow this balance works

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1 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointCompleted merger combines Supernus Pharmaceuticals and Indivior into a central nervous system biopharmaceutical company.
• Major point. Forward-looking: it has not happened yet and may not happen.$1.0 billion special cash dividend will go to Indivior stockholders immediately before closing. 41% of market cap
• Moderate pointEnhanced cash flow profile gives greater capacity to fund products and pipeline development, the company says.

Negative

• Major point$650 million Citibank term loan adds debt to finance the special dividend. 27% of market cap
• Minor pointExisting combined-company cash funds the remaining portion of the special dividend.

Key Figures

Share exchange ratio: 1.5401 Indivior common shares per Supernus share Special cash dividend: $1.0 billion Term loan financing: $650 million +3 more

Share exchange ratio

1.5401 Indivior common shares per Supernus share

Consideration received by Supernus stockholders

Special cash dividend

$1.0 billion

Aggregate one-time dividend to Indivior stockholders

Term loan financing

$650 million

Citibank facility used to finance the dividend

Combined-company ownership

56.5% / 43.5%

Former Indivior / former Supernus stockholders, fully diluted

Commercial portfolio

11 products

Combined company portfolio

SUPN trading begins

November 3, 2026

Combined company begins trading under the SUPN ticker

Previous Acquisition Reports

1 past event · Latest: Aug 03

Same Type 1 event

1. Aug 03

   merger announcement

   24h Move

   +3.1%

   Announced the all-stock combination, $1.0 billion dividend, exchange ratio, and expected ownership split.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

cns, term loan facility, fully diluted basis, opioid use disorder

4 terms

cns medical

"central nervous system (CNS) biopharmaceutical company"

CNS stands for the central nervous system, the brain and spinal cord that control thought, movement and bodily functions. For investors, CNS-focused products and research matter because therapies aimed at this “delicate wiring” are scientifically challenging, often carry higher development and regulatory risk, and can take longer to prove safe and effective — but successful treatments also tend to command large markets and premium pricing.

term loan facility financial

"through a term loan facility provided by Citibank N.A."

A term loan facility is a type of loan provided by a lender that is repaid over a set period of time, usually with fixed payments. It functions like a large, upfront loan that a borrower agrees to pay back gradually, often used to fund major investments or projects. For investors, understanding a company's use of such loans helps assess its financial stability and risk level.

fully diluted basis financial

"own approximately 56.5% of the combined company, on a fully diluted basis"

A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.

opioid use disorder medical

"portfolio spans opioid use disorder, psychiatry, and neurology"

Opioid use disorder is a medical condition where a person repeatedly seeks and uses opioid drugs despite harmful physical, social or mental effects, often involving strong cravings and withdrawal symptoms when stopping. It matters to investors because its prevalence, availability of effective treatments, regulatory responses, and legal or insurance costs can shift demand, revenue and risk across drug makers, treatment providers and insurers—like a widespread problem that reshapes an entire market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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• Merger positions Supernus as a leading diversified central nervous system (CNS) biopharmaceutical company with a broad portfolio of marketed medicines, enhanced financial flexibility and a differentiated pipeline
• Significantly enhances cash flow profile and scale, unlocking greater capacity to resource growth-driving products, advance CNS pipeline, and pursue strategic opportunities
• Combined entity will operate as Supernus, Inc. and begin trading on the Nasdaq Global Market under the ticker symbol “SUPN” on November 3, 2026
  

ROCKVILLE, Md., Nov. 02, 2026 (GLOBE NEWSWIRE) -- Supernus, Inc. (Nasdaq: SUPN)¹ today announced the successful completion of the merger between Supernus Pharmaceuticals, Inc. and Indivior Pharmaceuticals, Inc. (Indivior). The combination officially launches Supernus, Inc., a leading diversified biopharmaceutical company dedicated to treating those living with central nervous system (CNS) diseases.

Supernus, Inc. Creates Immediate Scale and Expanded Capabilities

• A Diversified Commercial Platform: An 11-product portfolio spans opioid use disorder, psychiatry, and neurology, and includes five core growth drivers – SUBLOCADE^®, Qelbree^®, GOCOVRI^®, ONAPGO^®, and ZURZUVAE^® – that provide a durable foundation for long-term revenue expansion.
• Established Financial Scale and Enhanced Cash Flow: Financial capacity to pursue further growth opportunities, including driving growth in its commercial portfolio, advancing its novel pipeline, and pursuing future business.

“Today marks a transformative milestone as we officially bring together two organizations united by a shared dedication to those living with complex neurological conditions,” said Jack Khattar, President and CEO of Supernus, Inc. “As one team, we are committed to expanding meaningful treatments for patients, executing seamlessly, and delivering long-term value for our shareholders.”

Tony Kingsley, Chair of the Board of Directors of Supernus, Inc., added, "This combination brings together best-in-class commercial capabilities, leading CNS therapies, and a strong financial foundation. We believe the combined company is exceptionally well positioned to pursue long-term growth while maintaining disciplined capital allocation and a commitment to creating shareholder value."

The Merger and Transaction Details
Under the terms of the definitive merger agreement, Supernus Pharmaceuticals, Inc. stockholders received 1.5401 common shares of Indivior Pharmaceuticals, Inc. for each share of Supernus Pharmaceuticals, Inc. they owned.

Stockholders of Indivior immediately prior to the closing of the merger will receive a one-time special cash dividend of $1.0 billion in the aggregate as previously announced. To finance the dividend to Indivior stockholders, the companies utilized a previously secured debt commitment of $650 million through a term loan facility provided by Citibank N.A., with the remaining portion funded by existing cash on hand of the combined company.

Upon the close of the transaction, former Indivior stockholders own approximately 56.5% of the combined company, and former Supernus Pharmaceuticals, Inc. stockholders own approximately 43.5% of the combined company, on a fully diluted basis.

Leadership and Governance
Supernus Pharmaceuticals’ current headquarters in Rockville, Md., will serve as the combined company’s global headquarters. Jack Khattar will serve as President, Chief Executive Officer and a member of the Board of Directors of the combined company, and Tony Kingsley, previously a member of Indivior’s Board of Directors, will serve as Board Chair. The combined company's Board of Directors has a total of eight directors, including four directors from each of the legacy companies.

Advisors
Cantor Fitzgerald & Co. served as lead financial advisor to Supernus Pharmaceuticals. Wells Fargo also served as an additional financial advisor to Supernus Pharmaceuticals. Saul Ewing LLP served as legal counsel to Supernus Pharmaceuticals and Morgan Lewis UK served as legal advisors to Supernus Pharmaceuticals with respect to certain ex-US matters.

Jefferies LLC and Piper Sandler & Co. served as joint financial advisors to Indivior and Goodwin Procter LLP served as legal counsel to Indivior. Citi also provided financial advice to Indivior, and Citibank, N.A. provided committed financing in support of the transaction.

Additional information about the transaction can be found on the Supernus website, which is listed below.

About Supernus, Inc.
Supernus, Inc. is a leading, diversified biopharmaceutical company focused on developing and commercializing treatments for patients living with central nervous system (CNS) diseases.

Our commercial portfolio includes approved treatments designed to support individuals navigating opioid use disorder (OUD), attention-deficit hyperactivity disorder (ADHD), dyskinesia in Parkinson’s disease (PD) for those receiving levodopa-based therapy, hypomobility in PD, postpartum depression (PPD), epilepsy, migraine, cervical dystonia, and chronic sialorrhea. Backed by strong commercial capabilities and scientific expertise, we are committed to continuous innovation, advancing a robust pipeline of novel product candidates to deliver meaningful outcomes for CNS patients.

For more information, please visit www.supernus.com.

Forward-Looking Statements
This press release contains forward-looking statements. These statements are based on Supernus's current expectations, estimates, and assumptions and are subject to risks and uncertainties. Forward-looking statements in this press release include, but are not limited to, statements regarding: the expected benefits of the merger between Supernus Pharmaceuticals, Inc. and Indivior Pharmaceuticals, Inc., including anticipated synergies, cost savings, enhanced cash flow, financial flexibility, and scale, and the timeframe for realizing them; the combined company's positioning as a leading diversified central nervous system (CNS) biopharmaceutical company; the expectation that the combined company's common stock will begin trading on the Nasdaq Global Market under the ticker symbol "SUPN" on November 3, 2026, and the related delisting and relisting; the expected performance of the combined company's 11-product portfolio and the potential of its five core growth drivers to provide a durable foundation for long-term revenue expansion; the combined company's plans and capacity to advance its CNS pipeline, pursue strategic growth opportunities and future business development, and allocate capital in a disciplined manner to create shareholder value; the integration of the legacy Supernus and Indivior businesses; the timing and progress of clinical trials and the receipt and timing of regulatory approvals; the expansion of manufacturing capabilities, including manufacture of ONAPGO at a second supplier; and the combined company's future financial performance and projected expenditures. Forward-looking statements also include any other statements that are not statements of historical fact, including those that use words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "target," "outlook," "forecast," "guidance," "may," "will," "would," "could," "should," and similar expressions, although not all forward-looking statements contain these words.

All forward-looking statements involve risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied in the forward-looking statements. Such risks and uncertainties include, but are not limited to: the risk that the anticipated benefits, synergies, and cost savings of the merger may not be realized within the expected timeframe or at all; the difficulties and costs of integrating the legacy businesses of Supernus Pharmaceuticals, Inc. and Indivior Pharmaceuticals, Inc., and the risk that the integration may divert management attention or disrupt operations or relationships with customers, payors, suppliers, or employees; the effect of the combined company's indebtedness, including the term loan facility used to fund the special cash dividend, on its financial results; the Company's ability to sustain and increase its profitability; the Company's ability to raise sufficient capital to fully implement its corporate strategy; the implementation of the Company's corporate strategy; the Company's future financial performance and projected expenditures; the Company's ability to increase the number of prescriptions written for, and net revenue from, each of its products and the products of its subsidiaries, and to commercialize those products; the Company's ability to enter into future collaborations with pharmaceutical companies and academic institutions or to obtain funding from government agencies; the Company's product research and development activities, including the timing and progress of the Company's clinical trials, and projected expenditures; the Company's ability to receive, and the timing of any receipt of, regulatory approvals to develop and commercialize the Company's product candidates or to manufacture ONAPGO at the second supplier; the Company's ability to protect its intellectual property and the intellectual property of its subsidiaries and to operate its business without infringing upon the intellectual property rights of others; the Company's expectations regarding federal, state, and foreign regulatory requirements; the therapeutic benefits, effectiveness, and safety of the Company's product candidates; the accuracy of the Company's estimates of the size and characteristics of the markets that may be addressed by its product candidates; the Company's ability to increase its manufacturing capabilities for its products, including ONAPGO, and product candidates; the Company's projected markets and growth in markets; the Company's product formulations and patient needs and potential funding sources; the Company's staffing needs; changes to laws and regulations applicable to our industry; the impact of macroeconomic factors, such as economic downturns or uncertainty, international conflict, trade disputes, and tariffs; and the other risks identified in the Company's filings with the SEC.

These forward-looking statements speak only as of the date of this press release, and Supernus, Inc. undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable law.

End note

(1) As part of the closing process, Supernus Pharmaceuticals, Inc. will be delisted from Nasdaq. The combined company, Supernus, Inc., is expected to trade under the ticker symbol SUPN beginning on November 3, 2026. The combined company, Supernus, Inc., will trade under the ticker symbol INDV on November 2, 2026.

Supernus, Inc. Contacts

Investors
Peter Vozzo 
ICR Healthcare 
+1 443 213 0505
peter.vozzo@icrhealthcare.com
     
Media
mediacontacts@supernus.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What shares did Supernus shareholders receive in the Indivior merger?

Former Supernus Pharmaceuticals shareholders received 1.5401 Indivior common shares for each share owned. Former Supernus Pharmaceuticals holders own approximately 43.5% of the combined company, while former Indivior holders own approximately 56.5%, on a fully diluted basis.

Who receives the special dividend following the Supernus and Indivior merger?

Indivior stockholders immediately before the merger closed will receive a one-time special cash dividend of $1.0 billion in aggregate. Financing consists of a $650 million term loan provided by Citibank and existing cash on hand of the combined company.

How is the combined Supernus board structured after the Indivior merger?

The combined company's board has eight directors, with four from each legacy company. Jack Khattar will serve as President, CEO and a director, while Tony Kingsley, previously an Indivior director, will serve as board chair.