Indivior to Buy Supernus in All-Stock Merger
The combination aims to create a diversified central nervous system biopharmaceutical leader with $2.2 billion in combined annual revenues.
Indivior Pharmaceuticals (INDV) agreed to acquire Supernus, Inc. (SUPN) in an all-stock merger of equals.
Under the terms of the agreement, Supernus stockholders will receive 1.5401 Indivior shares for each share of Supernus they own. Immediately prior to the close of the merger, Indivior stockholders will receive a one-time special cash dividend totaling $1.0 billion. The companies have secured a $650 million term loan facility from Citibank N.A. to help finance the dividend, with the remainder funded by existing cash.
The transaction is intended to create a diversified central nervous system (CNS) biopharmaceutical leader with significant scale by combining two complementary businesses. The combined entity is expected to generate pro forma net revenue of $2.2 billion and pro forma adjusted EBITDA of $888 million.
"Bringing our two organizations together is intended to deliver greater value to the patients, healthcare communities, and stockholders we serve," Indivior Chief Executive Officer Joe Ciaffoni said.
Supernus focuses on developing and commercializing products for CNS diseases, including treatments for ADHD, Parkinson's disease, postpartum depression, and epilepsy. The combined company will hold a commercial portfolio of 11 differentiated medicines across neurology, psychiatry, and addiction.
The combined company will be named Supernus, Inc. and will be headquartered in Rockville, Maryland. Jack Khattar, currently the President and CEO of Supernus, will serve as President and CEO of the combined company, while Tony Kingsley, an Indivior board member, will serve as Board Chair.
The transaction is expected to close in the fourth quarter of 2026, subject to regulatory approvals and the approval of stockholders from both companies. The merger is expected to yield $125 million in annual cost synergies. Upon completion, Indivior stockholders will own approximately 56.5% of the combined company, while Supernus stockholders will own approximately 43.5% on a fully diluted basis.