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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): August 1, 2026
Supernus
Pharmaceuticals, Inc.
(Exact name of registrant
as specified in its charter)
| Delaware |
001-35518 |
20-2590184 |
(State or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
| 9715
Key West Ave |
Rockville |
MD |
20850 |
| (Address
of Principal Executive Offices) |
|
|
(Zip
Code) |
Registrant’s telephone
number, including area code: (301) 838-2500
Not Applicable
(Former name or former address,
if changed since last report.)
Securities registered pursuant to Section 12(b)
of the Exchange Act
| Title of
each class |
Trading Symbol |
Name of each
exchange on which registered |
| Common
Stock, $0.001 par value per share |
SUPN |
The Nasdaq
Stock Market LLC |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
x Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 |
Entry into a Material Definitive Agreement. |
Agreement and Plan of Merger
On August 1, 2026 (the
“Signing Date”), Supernus Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “Supernus”),
entered into a Merger Agreement (the “Merger Agreement”), by and among the Company, Indivior Pharmaceuticals Inc., a
Delaware corporation (“Indivior”), and Artemis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary
of Indivior (“Merger Sub”).
Pursuant to the Merger Agreement,
and upon the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company (the “Merger”),
with the Company continuing as the surviving corporation and a wholly owned subsidiary of Indivior. The Merger Agreement provides for
a strategic combination of the Company and Indivior in a merger of equals. Following the completion of the Merger, the combined company
will be renamed “Supernus, Inc.” (the “Combined Company”) and its shares of common stock are expected to
continue trading on the Nasdaq Stock Market under the ticker symbol “SUPN.” Upon completion of the Merger, Indivior stockholders
are expected to own approximately 56.5% of the Combined Company on a fully diluted basis and Supernus stockholders will own approximately
43.5% of the Combined Company on a fully diluted basis. The Merger and the other transactions contemplated by the Merger Agreement are
referred to collectively as the “Transactions.”
At the effective time of the
Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of the Company (each, a “Company
Share”) issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) will be converted into
the right to receive 1.5401 shares of common stock, par value $0.001 per share, of Indivior (each, an “Indivior Share” and,
such ratio, the “Exchange Ratio,” and the Indivior Shares issuable in the Merger, the “Merger Consideration”).
The Exchange Ratio is fixed and will not be adjusted for changes in the market price of either the Company Shares or the Indivior Shares.
No fractional Indivior Shares will be issued in the Merger; instead, each holder of Company Shares who would otherwise be entitled to
a fractional Indivior Share will receive cash in lieu thereof, without interest and subject to applicable withholding, based on the volume
weighted average trading price of the Indivior Shares over a specified period prior to the Effective Time, as provided in the Merger Agreement.
The issuance of Indivior Shares
as Merger Consideration (the “Share Issuance”) requires the approval of Indivior’s stockholders, and the adoption of
the Merger Agreement requires the approval of the Company’s stockholders. Each of the Company and Indivior has agreed to hold a
meeting of its respective stockholders to obtain these approvals.
In connection with the Merger,
and subject to applicable law and the satisfaction or waiver of the conditions to Closing, prior to the Effective Time Indivior will declare
a cash dividend in an aggregate amount of $1,000,000,000 (the “Special Dividend”), payable to holders of record of Indivior
Shares, and to holders of Indivior equity awards with respect to the Indivior Shares underlying such awards, in each case as of a record
date immediately prior to the Effective Time and as more fully described in the Merger Agreement.
In connection with the Merger
Agreement and the Special Dividend, Indivior entered into a commitment letter with Citibank, N.A. pursuant to which Citibank, N.A.
has committed to provide, subject to the terms and conditions thereof, a senior secured term loan facility in an aggregate principal amount
of $650 million. The parties have agreed to cooperate and use their respective reasonable best efforts to obtain such financing prior
to closing.
Under the Merger Agreement,
at the Effective Time, outstanding Company equity awards will be assumed by Indivior and converted into corresponding awards with respect
to Indivior Shares, with the number of underlying shares (and, for options, the exercise price) adjusted based on the Exchange Ratio.
Each Company restricted stock unit award will be converted into an Indivior restricted stock unit award; each Company performance stock
unit award will be converted into an Indivior restricted stock unit award subject solely to time-based vesting (with performance-vesting
conditions ceasing to apply); and each Company stock option will be converted into an option to acquire Indivior Shares.
Pursuant to the terms of the
Merger Agreement, as of the Effective Time, (i) the board of directors of the Combined Company (the “Combined Company Board”)
will consist of eight individuals, including four individuals who are nominees of the board of directors of Indivior immediately prior
to the Effective Time and four individuals who are nominees of the board of directors of Supernus immediately prior to the Effective Time;
(ii) the Chair of the Combined Company Board will be a nominee of Indivior; (iii) Jack A. Khattar will serve as Chief Executive
Officer and as a member of the Combined Company Board; and (iv) Timonthy C. Dec will serve as Chief Financial Officer.
The Merger Agreement contains
customary representations, warranties and covenants made by each of the Company and Indivior. From the date of the Merger Agreement until
the earlier of the Effective Time and the termination of the Merger Agreement, each of the Company and Indivior has agreed to use reasonable
efforts to conduct its business in the ordinary course consistent with past practice in all material respects and has agreed to certain
other operating covenants, as set forth more fully in the Merger Agreement. Consummation of the Merger is subject to customary closing
conditions, including, among others, (i) the receipt of the required approvals of the Company’s and Indivior’s respective
stockholders; (ii) the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended; (iii) the effectiveness of the registration statement on Form S-4 to be filed by Indivior
in connection with the Share Issuance; (iv) the approval for listing on the Nasdaq Stock Market of the Indivior Shares to be issued
in the Merger; (v) the accuracy of the representations and warranties of the other party, subject to customary thresholds and exceptions;
(vi) compliance by the other party in all material respects with its covenants; and (vii) the absence of a continuing material
adverse effect with respect to the other party; (viii) the proceeds of Indivior’s committed financing having been funded, or
being funded substantially concurrently with the closing, in an amount sufficient (together with the parties’ available cash) to
consummate the Transactions, including payment of the Special Dividend; and (ix) if requested by the Company, Indivior’s
having obtained, effective as of the closing, specified insurance coverage with respect to risks identified by the Company.
The parties intend that, for
U.S. federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended, and that the Merger Agreement will constitute a “plan of reorganization” for
purposes thereof.
Each of the Company and Indivior
has agreed to customary “no-solicitation” restrictions on its ability to solicit alternative acquisition proposals from third
parties and to engage in discussions or negotiations regarding, or to provide non-public information in connection with, alternative acquisition
proposals. Notwithstanding these restrictions, prior to obtaining the approval of its stockholders, each party may under specified circumstances
furnish information to, and engage in discussions or negotiations with, a third party that has made a bona fide written acquisition proposal
that its board of directors determines in good faith, after consultation with the Company’s or Indivior’s outside legal counsel,
constitutes or would reasonably be expected to lead to a superior proposal. The board of directors of the Company has resolved to recommend
that its stockholders adopt the Merger Agreement, and the board of directors of Indivior has resolved to recommend that its stockholders
approve the Share Issuance, in each case subject to customary restrictions on the ability to change that recommendation and to a customary
fiduciary out.
The Merger Agreement includes
a remedy of specific performance for the parties thereto. The Merger Agreement also contains customary termination rights for both the
Company and Indivior, including the right of either party, under specified circumstances, to terminate the Merger Agreement to accept
a superior proposal. Either party may also terminate the Merger Agreement if the Merger has not been consummated by the date that is six
months after the date of the Merger Agreement (the “Termination Date”); provided that, if on that date the only conditions
that remain unsatisfied relate to antitrust approvals or the financing, either party may extend the Termination Date to a date up to nine
months, and thereafter up to twelve months, after the date of the Merger Agreement. Upon termination of the Merger Agreement under specified
circumstances, including in connection with a change in a party’s board recommendation or a party’s termination to accept
a superior proposal, the terminating or breaching party may be required to pay the other party a termination fee in an amount equal to
$101 million (in the case of a fee payable by the Company) or $174 million (in the case of a fee payable by Indivior), as set forth in
the Merger Agreement.
Voting and Support Agreements
Concurrently with the execution
of the Merger Agreement on the Signing Date, and as an inducement to the parties’ willingness to enter into the Merger Agreement,
the directors and executive officers of each of the Company and Indivior entered into voting and support agreements (the “Voting
Agreements”) obligating each of them to support the Transactions solely in their individual capacity as a stockholder of the Company
or Indivior, as applicable, and not in any other capacity; nothing in the Voting Agreements limits or restricts any such stockholder who
is a director or officer of the Company or Indivior from acting in that capacity. The shares subject to each voting agreement include
shares beneficially owned as of the date of the agreement and any additional shares as to which the stockholder acquires beneficial ownership
prior to termination, including shares acquired upon exercise or settlement of equity awards. Under each voting agreement, the stockholder
has agreed, unconditionally and irrevocably, to appear (or cause its shares to be counted as present for purposes of establishing a quorum)
at the applicable stockholder meeting.
Indivior Voting and Support Agreements
Each director and executive
officer of Indivior entered into a voting agreement with the Company (each, an “Indivior Voting Agreement” and, collectively,
the “Indivior Voting Agreements”). Under the Indivior Voting Agreements, each such Indivior stockholder agreed, among other
things, until the earlier of the receipt of the required approval of Indivior’s stockholders and the termination of the Indivior
Voting Agreement, to vote all of its Indivior Shares (i) in favor of the Share Issuance and each of the transactions contemplated
by the Merger Agreement, including any matter necessary for the consummation of the transactions thereby, (ii) against any alternative
acquisition proposal or any other action that would reasonably be expected to materially impede, interfere with, delay or adversely affect
the Merger, and (iii) in favor of any proposal to adjourn or postpone any meeting of Indivior stockholders if there are not sufficient
votes for approval of the Indivior Share Issuance on the date on which the meeting is held. Each such stockholder also agreed, subject
to specified permitted transfers, not to transfer its Indivior Shares during the term of the agreement, and agreed to certain restrictions
on participating in litigation challenging the Merger Agreement, the Indivior Voting Agreement or the Transactions. The obligations under
each Indivior Voting Agreement apply to each stockholder solely in its capacity as a stockholder and do not limit or restrict any stockholder
who is a director or officer of Indivior from acting in that capacity. Each Indivior Voting Agreement terminates upon the earliest to
occur of specified events, including the termination of the Merger Agreement in accordance with its terms, the receipt of the required
approval of Indivior’s stockholders, the Effective Time, a modification, waiver or amendment of the Merger Agreement made without
the stockholder’s consent that reduces the amount or changes the form of the Special Dividend, and a change in the Indivior board’s
recommendation made in compliance with the Merger Agreement.
Company Voting and Support Agreements
Each director and executive
officer of the Company each entered into a voting agreement with Indivior (each, a “Company Voting Agreement” and, collectively,
the “Company Voting Agreements”). Under the Company Voting Agreements, each such Company stockholder agreed, among other things,
until the earlier of the receipt of the required approval of the Company’s stockholders and the termination of the Company Voting
Agreement, to vote all of its Company Shares (i) in favor of the Merger, adoption and approval of the Merger Agreement and the terms
thereof and the transactions contemplated by the Merger Agreement, including any matter necessary for the consummation of the Mergers,
(ii) against any alternative acquisition proposal or any other action that would reasonably be expected to materially impede, interfere
with, delay or adversely affect the Merger, and (iii) in favor of any proposal to adjourn or postpone any meeting of Supernus stockholders
if there are not sufficient votes for approval of Merger Agreement on the date on which the meeting is held. Each such stockholder also
agreed, subject to specified permitted transfers, not to transfer its Company Shares during the term of the agreement, and agreed to certain
restrictions on participating in litigation challenging the Merger Agreement, the Company Voting Agreement or the Transactions. The obligations
under each Company Voting Agreement apply to the stockholder solely in its capacity as a stockholder and do not limit or restrict any
stockholder who is a director or officer of the Company from acting in that capacity. Each Company Voting Agreement terminates upon the
earliest to occur of specified events, including the termination of the Merger Agreement in accordance with its terms, the receipt of
the required approval of the Company’s stockholders, the Effective Time, a modification, waiver or amendment of the Merger Agreement
made without the stockholder’s consent that reduces the amount or changes the form of the merger consideration, and a change in
the Company board’s recommendation made in compliance with the Merger Agreement.
The foregoing descriptions
of the Merger Agreement, the Indivior Voting Agreements and the Company Voting Agreements, and the transactions contemplated thereby,
do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, the form of Indivior Voting Agreement
and the form of Company Voting Agreement, which are filed as Exhibit 2.1, Exhibit 10.1 and Exhibit 10.2 hereto, respectively,
and each of which is incorporated herein by reference. The Merger Agreement and the forms of Voting Agreement have been filed to provide
investors with information regarding their terms. They are not intended to provide any other factual information about the Company, Indivior,
Merger Sub or any of their respective subsidiaries or affiliates. The Merger Agreement contains representations and warranties that are
the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified
dates. The assertions embodied in those representations and warranties are qualified in important part by confidential disclosure schedules
and letters delivered by the parties in connection with the Merger Agreement. Moreover, certain representations and warranties in the
Merger Agreement may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders
or investors, or may have been used for the purpose of allocating risk between the parties instead of establishing these matters as facts.
Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations
of the actual state of facts or conditions of the Company, Indivior or any of their respective subsidiaries or` affiliates, and should
consider the information in the Merger Agreement in conjunction with the entirety of the factual disclosure about the Company and Indivior
in their respective public reports filed with the Securities and Exchange Commission (the “SEC”). Information concerning the
subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may
or may not be fully reflected in the parties’ public disclosures.
| Item 5.02 |
Compensatory Arrangements of Certain Officers. |
On August 1, 2026, in
connection with, and concurrently with the execution of, the Merger Agreement, the Company and Jack A. Khattar, the Company’s President
and Chief Executive Officer, entered into a Second Amended and Restated Employment Agreement (the “Employment Agreement”),
which amends, restates and supersedes Mr. Khattar’s prior employment agreement with the Company. The Employment Agreement will
become effective only upon, and is contingent upon, the consummation of the Merger; if the Merger is not consummated, the Employment Agreement
will be null and void and of no force or effect.
From and after the Effective
Date, Mr. Khattar will continue to serve as President and Chief Executive Officer of the Company and will serve as a member of the
board of directors of each of the Combined Company (to be renamed Supernus, Inc.) and the Company. The Employment Agreement provides
for an annual base salary of $1,115,000, subject to review and potential increase, and an annual cash bonus targeted at 100% of base salary,
up to a maximum of 200% of base salary, based on the achievement of individual and Company goals.
If Mr. Khattar’s
employment is terminated by the Company without cause or by Mr. Khattar for good reason, then, subject to his execution and non-revocation
of a release of claims, he will be entitled to (i) continuation of his base salary over an 18-month severance period (increased to
a 24-month severance period if the termination occurs during the period beginning three months before and ending twelve months after a
change in control), (ii) a lump-sum payment equal to his most recent annual bonus, and (iii) Company-paid COBRA premiums for
up to 12 months. The Employment Agreement does not provide for any excise tax gross-up; instead, payments that would otherwise be subject
to the excise tax under Section 4999 of the Internal Revenue Code are subject to a “best after-tax” reduction. The Employment
Agreement also contains customary confidentiality, non-competition and non-solicitation covenants, with the non-competition and non-solicitation
covenants applying during Mr. Khattar’s employment and for twelve months following termination. In addition, any termination
of Mr. Khattar’s employment (including any determination that cause or disability exists) requires, during the three (3) years
following the Effective Time, the approval of a majority of the board of directors then in office (excluding Mr. Khattar), at least
one of whom must be a director designated by the Company (a “Supernus Designee,” as defined in the Merger Agreement). Disputes
over whether cause or good reason exists are subject to notice-and-cure periods and, if unresolved, binding arbitration. Upon a termination
by the Company without cause or by Mr. Khattar for good reason, Mr. Khattar’s outstanding stock-based compensation awards
will vest in full.
The foregoing description
of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement,
which is filed as Exhibit 10.3 hereto and is incorporated herein by reference.
On August 3, 2026, the
Company and Indivior issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release
is filed as Exhibit 99.1 hereto and is incorporated herein by reference. The Company and Indivior will host a joint conference call
and webcast on Monday, August 3, 2026 at 8:30 a.m. EDT. A replay of the webcast will be available following the event. An investor
presentation, which will be referenced during the webcast, will be available from the Investor Relations section of both companies' websites.
Important Additional Information and Where
to Find It
In connection with the proposed transaction, Indivior
intends to file with the SEC a registration statement on Form S-4, which will include a document that serves as a prospectus of
Indivior and a joint proxy statement of Indivior and Supernus (the “joint proxy statement/prospectus”). Each party also plans
to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive joint proxy statement/prospectus will be sent to Indivior’s
stockholders and Supernus’ stockholders. Investors and securityholders may obtain a free copy of the joint proxy statement/prospectus
(if and when it becomes available) and other relevant documents filed by Indivior and Supernus with the SEC at the SEC’s website
at www.sec.gov. Copies of the documents filed by Indivior with the SEC will be available free of charge on Indivior’s website
at www.indivior.com or by contacting Indivior’s Investor Relations at InvestorRelations@indivior.com. Copies of the
documents filed by Supernus with the SEC will be available free of charge on Supernus’ website at www.supernus.com.
No Offer or Solicitation
This report and the information contained herein
is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities,
or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This report does
not constitute a prospectus or prospectus equivalent document. No offer of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Indivior and Supernus and their respective directors,
executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about directors and executive officers of Indivior is available in the Indivior proxy statement
for its 2026 Annual Meeting, which was filed with the SEC on March 27, 2026. Information about directors and executive officers of
Supernus is available in the Supernus proxy statement for its 2026 Annual Meeting, which was filed with the SEC on April 30, 2026.
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding
the proposed transaction when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions. Investors may obtain free copies of these documents from Indivior and Supernus
as indicated above.
Forward-Looking Statements
This report contains forward-looking statements within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. From time to time, oral or written forward-looking
statements may also be included in other information released to the public. These forward-looking statements are intended to provide
Supernus’s and Indivior’s respective management’s current expectations or plans for our future operating and financial
performance, based on assumptions currently believed to be valid. Words such as “anticipate,” “believe,” “estimate,”
“expect,” “intend,” “plan,” “project,” “may,” “will,” “would,”
“could,” “should,” and similar expressions are intended to identify forward-looking statements, although not all
forward-looking statements contain these words. All forward-looking statements involve risks, uncertainties and other factors that may
cause actual results to differ materially from those expressed or implied in the forward-looking statements. These statements, including
statements regarding the proposed merger of equals of Supernus and Indivior, the expected timing of the closing, and the anticipated benefits
and prospects of the combined company, are based on management’s current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially, including, among others: the risk that the proposed merger may not be completed
in a timely manner or at all; the failure to obtain the required approvals of Supernus' or Indivior’s stockholders; the failure
or delay in obtaining required regulatory approvals, or the imposition of conditions in connection therewith; the failure to satisfy the
other conditions to closing; the possibility that a competing or superior acquisition proposal is made; the fact that the exchange ratio
is fixed and will not be adjusted for changes in the market price of Supernus or Indivior shares; the effect of the announcement, pendency
or completion of the transaction on the market price of Supernus and Indivior shares; the effect of the additional indebtedness incurred
to fund the Special Dividend on the combined company; the effects of business disruption resulting from the announcement or pendency of
the transaction; the diversion of management’s attention and resources from ongoing business operations; the effect of the transaction
on the parties’ ability to retain and hire key personnel and to maintain relationships with customers, suppliers and other business
partners; restrictions during the pendency of the transaction that may limit the parties’ ability to pursue business opportunities
or strategic transactions; the risk that the anticipated benefits, synergies and cost savings may not be realized within the expected
timeframe or at all; the difficulties and costs of integrating the two businesses; significant transaction costs and/or unknown or inestimable
liabilities; the risk that the merger does not qualify for its intended treatment as a tax-free reorganization; the occurrence of any
event that could give rise to termination of the merger agreement, including in circumstances requiring payment of a termination fee;
the risk of stockholder litigation in connection with the transaction; the impact of macroeconomic and market conditions, including economic
downturns, international conflict, trade disputes and tariffs; and the other risks identified in Supernus' and Indivior’s filings
with the SEC and in the joint proxy statement/prospectus when it becomes available. There can be no assurance that the proposed merger
will in fact be consummated in the manner described or at all. These forward-looking statements speak only as of the date of this report
and neither Supernus nor Indivior undertakes any obligation to update any forward-looking statement, except as required by applicable
law.
| Item 9.01 |
Financial Statements and Exhibits. |
Exhibit 2.1* - Agreement and Plan of Merger, dated as of August 1, 2026, by and among Supernus Pharmaceuticals, Inc., Indivior Pharmaceuticals, Inc. and Artemis Merger Sub, Inc., dated as of August 1, 2026
Exhibit 10.1 - Form of Voting and Support Agreement, by and between Indivior Pharmaceuticals, Inc. and certain stockholders of Supernus Pharmaceuticals, Inc. party thereto.
Exhibit 10.2 - Form of Voting and Support Agreement, by and between Supernus Pharmaceuticals, Inc. and certain stockholders of Indivior Pharmaceuticals, Inc. party thereto.
Exhibit 10.3 – Second Amended and Restated Employment Agreement, by and between Supernus Pharmaceuticals, Inc. and Jack A. Khattar, dated as of August 1, 2026
Exhibit 99.1 - Joint Press Release of Supernus Pharmaceuticals, Inc. and Indivior Pharmaceuticals, Inc., dated August 3, 2026.
Exhibit 104 - The cover page from
this Current Report on Form 8-K, formatted in Inline XBRL.
* Schedules and similar attachments
have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted
schedule and similar attachment to the SEC upon request.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
SUPERNUS PHARMACEUTICALS, INC. |
| |
|
| DATED: August 3, 2026 |
By: |
/s/ Timothy C. Dec |
| |
|
Timothy C. Dec |
| |
|
Senior Vice President and Chief Financial Officer |
Exhibit 99.1
Filed by: Supernus Pharmaceuticals, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: Supernus Pharmaceuticals, Inc.
Commission File No.: 001-35518
Date: August 3, 2026
Supernus Pharmaceuticals and Indivior Pharmaceuticals
to Merge, Creating a Diversified CNS Biopharmaceutical Leader with Significant Scale
· Combines
highly complementary businesses, with a diversified portfolio of CNS medicines totaling approximately $2.2 billion in combined
annual revenues
· Enhanced
financial position and free cash flow generation enabling greater financial flexibility to pursue internal and external growth opportunities
· Combined
company expected to benefit from immediate scale and $125 million of expected
annual cost synergies
· Combined
entity to be named Supernus, Inc. and Jack Khattar to serve as President and Chief Executive Officer
· Companies
to host joint conference call at 8:30 a.m. EDT today
Rockville,
Md., and Richmond, Va., August 3, 2026 – Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) and Indivior Pharmaceuticals, Inc.
(Nasdaq: INDV) today announced that they have entered into a definitive agreement to combine in a tax-free all-stock merger of equals
transaction to create a leading diversified, central nervous system (CNS) biopharmaceutical company with significant scale. The transaction
is expected to generate significant value for stockholders of both companies, realizing $125 million in expected annual cost synergies.
The combined entity will be named Supernus, Inc. and will be listed on the Nasdaq Global Market under the ticker symbol “SUPN”.
Upon completion of the transaction, Jack Khattar, Supernus Pharmaceuticals President and Chief Executive Officer, will serve as President,
Chief Executive Officer and a member of the Board of Directors of the combined company, and Tony Kingsley, a member of Indivior’s
Board of Directors, will serve as Board Chair of the combined company.
“This merger brings together two complementary
organizations with a shared vision of improving the lives of people living with central nervous system diseases,” said Jack Khattar,
Supernus Pharmaceuticals President and Chief Executive Officer. “With our combined commercial expertise and enhanced capabilities,
we are well positioned to drive significant, durable growth across our diversified portfolio of medicines. This transaction also provides
us with greater financial flexibility to pursue growth initiatives to potentially accelerate value creation for stockholders.”
“Under Jack’s leadership, we are excited
by the potential of the combination and confident in Supernus’ future,” said Joe Ciaffoni, Indivior Pharmaceuticals Chief
Executive Officer. “Bringing our two organizations together is intended to deliver greater value to the patients, healthcare communities,
and stockholders we serve. After the closing of the proposed merger, all three phases of the Indivior Action Agenda will have been successfully
completed.”
Strategic and Financial Rationale
| · | Diversified and scaled portfolio of medicines that treat CNS diseases: The combined company will
have a commercial portfolio of 11 differentiated medicines across psychiatry, neurology and addiction, with key growth products currently
expected to continue growing well into the 2030s. |
| · | Accelerates profitable growth and cash flow generation: The combined company is expected to generate
pro forma net revenue of $2.2 billion and pro forma adjusted EBITDA of $888 million(1)(2). |
| · | Strong financial profile enables increased flexibility and capacity to pursue growth opportunities:
The combined company will have a strong balance sheet with net debt of approximately $878 million(3) and a net leverage
ratio of <1x(4). The transaction provides the combined company with increased financial flexibility and capacity to pursue
additional growth opportunities, including investing in the growth of the combined current commercial portfolio, advancing Supernus Pharmaceuticals’
innovative pipeline programs, and evaluating business development opportunities to expand and enhance the combined business. |
| · | Proven leadership team with a track record of building successful commercial franchises and successfully
integrating acquisitions: The transaction brings together experienced teams with successful track records of developing, launching,
and commercializing medicines to address significant unmet needs, as well as successfully integrating acquired businesses. In addition,
the combined company will have the capabilities to drive innovative internal research and development and execute additional strategic
acquisitions. |
Governance and Headquarters
The combined company’s Board is expected
to have a total of eight directors, including four directors from Supernus Pharmaceuticals, including Jack Khattar as President and Chief
Executive Officer, and four directors from Indivior Pharmaceuticals, including Tony Kingsley as Board Chair.
Supernus Pharmaceuticals’ headquarters in
Rockville, Md., will serve as the combined company’s global headquarters following completion of the merger. The structure of the
leadership team of the combined organizations and the names of all directors will be announced prior to or in conjunction with the closing
of the transaction.
Transaction Details
Under the terms of the agreement, which has been
unanimously approved by the Boards of Directors of both companies, Supernus Pharmaceuticals stockholders will receive 1.5401 common shares
of Indivior Pharmaceuticals for each share of Supernus Pharmaceuticals they own. Indivior Pharmaceuticals stockholders will receive a
one-time special cash dividend of $1.0 billion in aggregate immediately prior to closing of the merger. To finance the dividend to Indivior
Pharmaceuticals stockholders, the companies have secured a debt commitment of $650 million through a term loan facility provided by Citibank
N.A. with the remaining portion to be funded by existing cash on hand of the combined company. Upon the close of the transaction, Indivior
Pharmaceuticals stockholders will own approximately 56.5% of the combined company, and Supernus Pharmaceuticals stockholders will own
approximately 43.5% of the combined company, on a fully diluted basis.
The transaction is expected to close in the fourth
quarter of 2026, subject to approval by stockholders of both companies, regulatory approvals and customary closing conditions.
In separate press releases issued today, Supernus
and Indivior will each report financial results for second quarter ended June 30, 2026. The press releases will be available in the
Investor Relations sections of the companies' respective websites.
As a result of the transaction announcement, Supernus
and Indivior will host the joint transaction conference call in lieu of their previously scheduled second quarter 2026 earnings conference
calls.
Advisors
Cantor Fitzgerald & Co. is serving as
lead financial advisor to Supernus Pharmaceuticals. Wells Fargo also served as an additional financial advisor to Supernus Pharmaceuticals.
Saul Ewing LLP is serving as legal counsel to Supernus Pharmaceuticals and Morgan Lewis UK is serving as legal advisors to Supernus Pharmaceuticals
with respect to certain Canadian and European Union matters.
Jefferies LLC and Piper Sandler & Co.
are serving as joint financial advisors to Indivior and Goodwin Procter LLP is serving as legal counsel to Indivior. Citi also provided
financial advice to Indivior, and Citibank, N.A. is providing committed financing in support of the transaction.
Additional information about the transaction can
be found on the Supernus and Indivior websites, which are listed below.
Conference Call and Webcast Details:
Supernus
and Indivior will host a joint conference call and webcast presentation today, August 3, 2026, at 8:30 a.m. EDT. A live webcast
will be available here or from the Investor Relations section of both companies’ websites at Supernus Events &
Presentations and www.indivior.com.
Participants
may also pre-register any time before the call here. Once registration is completed, participants will be provided a dial-in
number with a personalized conference code to access the call. Please dial in 15 minutes prior to the start time.
A replay of the webcast will be available following
the event.
An investor presentation, which will be referenced
during the webcast, is also available from the Investor Relations section of both companies' websites.
About Supernus Pharmaceuticals
Supernus is a biopharmaceutical company focused
on developing and commercializing products for the treatment of central nervous system (CNS) diseases.
Supernus’ diverse neuroscience portfolio
includes approved treatments for attention-deficit hyperactivity disorder (ADHD), dyskinesia in Parkinson’s disease (PD) patients
receiving levodopa-based therapy, hypomobility in PD, postpartum depression (PPD), epilepsy, migraine, cervical dystonia, and chronic
sialorrhea. We are developing a broad range of novel product candidates for CNS disorders.
For
more information, please visit www.supernus.com.
About Indivior Pharmaceuticals
As
the leader in long-acting injectable treatments for opioid use disorder (OUD), Indivior is singularly focused on delivering evidence-based
treatment and advancing understanding of OUD as a chronic but treatable brain disease. For more than 25 years, we have revolutionized
the science of addiction medicine, developing treatments that help people move toward long-term recovery with independence and dignity.
Building on this heritage, we are ushering in a new era, renewing our commitment to individuals living with OUD and carrying forward
what matters most: compassion, integrity, and science. Together – with science, people living with OUD, public health champions,
and communities – we are powering recovery and renewing hope. Visit www.indivior.com to learn more. Connect with
Indivior on LinkedIn by visiting www.linkedin.com/company/Indivior.
Important Additional Information and Where
to Find It
In
connection with the proposed transaction, Indivior intends to file with the SEC a registration statement on Form S-4, which
will include a document that serves as a prospectus of Indivior and a joint proxy statement of Indivior and Supernus (the “joint
proxy statement/prospectus”). Each party also plans to file other relevant documents with the SEC regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive joint proxy
statement/prospectus will be sent to Indivior’s stockholders and Supernus’ stockholders. Investors and securityholders may
obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Indivior
and Supernus with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by Indivior with the
SEC will be available free of charge on Indivior’s website at www.indivior.com or by contacting Indivior’s Investor
Relations at InvestorRelations@indivior.com. Copies of the documents filed by Supernus with the SEC will be available free of
charge on Supernus’ website at www.supernus.com.
No Offer or Solicitation
This communication is for informational purposes
only and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities, or a solicitation of
any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication does not constitute
a prospectus or prospectus equivalent document. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Indivior and Supernus and their respective directors,
executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about directors and executive officers of Indivior is available in the Indivior proxy statement
for its 2026 Annual Meeting, which was filed with the SEC on March 27, 2026. Information about directors and executive officers of
Supernus is available in the Supernus proxy statement for its 2026 Annual Meeting, which was filed with the SEC on April 30, 2026.
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding
the proposed transaction when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions. Investors may obtain free copies of these documents from Indivior and Supernus
as indicated above.
Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and
other federal securities laws. From time to time, oral or written forward-looking statements may also be included in other information
released to the public. These forward-looking statements are intended to provide Supernus’s and Indivior’s respective management’s
current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid.
Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,”
“project,” “may,” “will,” “would,” “could,” “should,” and similar
expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. All
forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those
expressed or implied in the forward-looking statements. These statements, including statements regarding the proposed merger of equals
of Supernus and Indivior, the expected timing of the closing, and the anticipated benefits and prospects of the combined company, are
based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ
materially, including, among others: the risk that the proposed merger may not be completed in a timely manner or at all; the failure
to obtain the required approvals of Supernus' or Indivior’s stockholders; the failure or delay in obtaining required regulatory
approvals, or the imposition of conditions in connection therewith; the failure to satisfy the other conditions to closing; the possibility
that a competing or superior acquisition proposal is made; the fact that the exchange ratio is fixed and will not be adjusted for changes
in the market price of Supernus or Indivior shares; the effect of the announcement, pendency or completion of the transaction on the market
price of Supernus and Indivior shares; the effect of the additional indebtedness incurred to fund the Special Dividend on the combined
company; the effects of business disruption resulting from the announcement or pendency of the transaction; the diversion of management’s
attention and resources from ongoing business operations; the effect of the transaction on the parties’ ability to retain and hire
key personnel and to maintain relationships with customers, suppliers and other business partners; restrictions during the pendency of
the transaction that may limit the parties’ ability to pursue business opportunities or strategic transactions; the risk that the
anticipated benefits, synergies and cost savings may not be realized within the expected timeframe or at all; the difficulties and costs
of integrating the two businesses; significant transaction costs and/or unknown or inestimable liabilities; the risk that the merger does
not qualify for its intended treatment as a tax-free reorganization; the occurrence of any event that could give rise to termination of
the merger agreement, including in circumstances requiring payment of a termination fee; the risk of stockholder litigation in connection
with the transaction; the impact of macroeconomic and market conditions, including economic downturns, international conflict, trade disputes
and tariffs; and the other risks identified in Supernus' and Indivior’s filings with the SEC and in the joint proxy statement/prospectus
when it becomes available. There can be no assurance that the proposed merger will in fact be consummated in the manner described or at
all. These forward-looking statements speak only as of the date of this presentation and neither Supernus nor Indivior undertakes any
obligation to update any forward-looking statement, except as required by applicable law. This presentation also contains non-GAAP financial
measures, including Adjusted EBITDA, Adjusted EBITDA margin and cost synergies, which are not calculated in accordance with GAAP, should
be considered in addition to and not as substitutes for the most directly comparable GAAP measures, and may not be comparable to similarly
titled measures used by other companies.
Non-GAAP Financial Measures
Non-GAAP financial measures adjust for non-recurring
items and other items representing expenses or income that we believe do not reflect the Companies’ ongoing operations or the adjustment
of which may help with the comparison to prior periods. The Companies’ believe their non-GAAP financial measures may be useful to
investors to understand each Companies’ performance.
Supernus Pharmaceuticals Contacts
| Investors |
Peter Vozzo |
ICR Healthcare |
+1 443 213 0505
peter.vozzo@icrhealthcare.com |
| Media |
Diana Torres-Bixby |
Burson Global |
+1 917 686 0517
Diana.torres-bixby@bursonglobal.com |
Indivior Pharmaceuticals Contacts
| Investors |
Jason Thompson |
VP, Investor Relations
|
+1 804 402 7123
jason.thompson@indivior.com |
| Media |
Cassie France-Kelly |
VP, Communications |
+1 804 594 0836
Indiviormediacontacts@indivior.com |
| (1) | Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net income adjusted to exclude interest
expense, interest income, income tax expense or benefit, depreciation and amortization, stock-based compensation, and other adjustments
reflecting changes in our business that do not represent ongoing operations. Adjusted EBITDA, as used by us, may be calculated differently
from, and therefore may not be comparable to, similarly titled measures used by other companies. |
| (2) | Includes expected annual cost synergies of $125 million. |
| (3) | Pro forma net debt reflects reported net debt as of 6/30/26, adjusted for the addition of $650 million
of debt assumed to be drawn to fund the dividend and the dividend payment. Pro forma net debt does not reflect transaction costs, financing
fees, or costs to achieve synergies. |
| (4) | Pro forma net debt (gross debt less cash and cash equivalents) divided by LTM Adjusted EBITDA (Adjusted Operating Earnings), including
expected annual cost synergies of at least $125 million. |
