Indivior and Supernus to Combine in All-Stock Merger of Equals
The combination would create a scaled central-nervous-system drugmaker with $2.2 billion in annual revenue and $125 million in expected cost savings.
Indivior Pharmaceuticals, Inc. (INDV) agreed to combine with Supernus Pharmaceuticals, Inc. (SUPN) in a tax-free, all-stock merger of equals that would create a diversified central-nervous-system biopharmaceutical company. The combined business would be named Supernus, Inc. and trade on the Nasdaq Global Market under the SUPN ticker. The companies didn’t disclose an aggregate transaction value.
Supernus shareholders would receive 1.5401 Indivior common shares for each Supernus share they owned. Indivior shareholders would own about 56.5% of the combined company on a fully diluted basis, while Supernus shareholders would hold about 43.5%. Immediately before closing, Indivior shareholders would receive a special cash dividend totaling $1.0 billion, financed with a $650 million term loan commitment from Citibank and cash held by the combined company.
Their complementary portfolios would give the combined business 11 differentiated medicines spanning psychiatry, neurology and addiction, with key growth products expected to expand into the 2030s. They projected about $2.2 billion in pro forma annual net revenue, $888 million in adjusted earnings before interest, taxes, depreciation and amortization, and $125 million in annual cost synergies. The resulting balance sheet is expected to carry about $878 million of net debt and a net leverage ratio below one times, providing capacity to invest in existing medicines, advance pipeline programs and pursue additional business-development opportunities.
“This merger brings together two complementary organizations with a shared vision of improving the lives of people living with central nervous system diseases,” Supernus Chief Executive Jack Khattar said. “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”.
Supernus develops and commercializes treatments for central-nervous-system disorders, including attention-deficit hyperactivity disorder, Parkinson’s disease, postpartum depression, epilepsy and migraine. Indivior specializes in long-acting injectable treatments for opioid-use disorder. The merger would place Supernus’s broader neuroscience portfolio alongside Indivior’s addiction-medicine franchise, giving the combined company commercial exposure across neurology, psychiatry and addiction.
The transaction followed Supernus’s July 2025 acquisition of Sage Therapeutics, which added products including the postpartum-depression treatment ZURZUVAE to its portfolio. That earlier deal and the proposed Indivior combination extend Supernus’s expansion across central-nervous-system medicines and give the enlarged company a broader base for further development and acquisitions.
The companies expected the merger to close in the fourth quarter of 2026, subject to approval by both shareholder groups, regulatory clearances and customary conditions. Khattar would serve as president and chief executive of the combined company, Indivior director Tony Kingsley would become board chairman, and the board would initially comprise four directors from each company. Supernus’s Rockville, Md., headquarters would become the global headquarters, placing control of the combined portfolio under Supernus’s name and leadership.