Supernus Pharmaceuticals and Indivior Pharmaceuticals have entered into a definitive agreement to combine in a tax-free, all-stock merger of equals.
The transaction will create a central nervous system-focused biopharmaceutical company with approximately $2.2 billion in pro forma annual revenue, $888 million in adjusted EBITDA and an expected $125 million in annual cost synergies.
The combined company will be named Supernus Inc. and will trade on Nasdaq under the ticker symbol SUPN.
Supernus President and CEO Jack Khattar will serve as President and CEO of the combined company, while Indivior director Tony Kingsley will become board chair.
The combined business will have 11 commercial medicines spanning psychiatry, neurology and addiction.
Its portfolio includes treatments addressing attention-deficit hyperactivity disorder, Parkinson’s disease symptoms, postpartum depression, epilepsy, migraine, cervical dystonia, chronic sialorrhea and addiction.
The companies expect several key products to continue growing into the 2030s.
The combined company is expected to have approximately $878 million in net debt and a net leverage ratio below one times adjusted EBITDA.
The strengthened financial profile is expected to provide greater flexibility to invest in existing products, advance Supernus’ development pipeline and pursue additional business development opportunities.
The combined board will include eight directors, with four selected from each company.
Supernus’ existing headquarters in Rockville, Maryland, will serve as the global headquarters of the combined organization.
Under the agreement, Supernus shareholders will receive 1.5401 Indivior common shares for each Supernus share they own.
Indivior shareholders will receive a special cash dividend totaling $1 billion immediately before the merger closes.
The companies secured a $650 million term loan commitment from Citibank to finance part of the dividend, with the remaining amount funded using existing cash.
Following the merger, Indivior shareholders will own approximately 56.5% of the combined company, while Supernus shareholders will own approximately 43.5%.
The transaction is expected to close in the fourth quarter of 2026, subject to shareholder and regulatory approvals and other customary conditions.
Cantor Fitzgerald is serving as Supernus’ lead financial adviser, with Wells Fargo acting as an additional financial adviser. Saul Ewing is serving as legal counsel.
Jefferies and Piper Sandler are serving as joint financial advisers to Indivior, while Goodwin Procter is acting as legal counsel.
KEY QUOTES:
“With our combined commercial expertise and enhanced capabilities, we are well positioned to drive significant, durable growth across our diversified portfolio of medicines.”
Jack Khattar, President and CEO of Supernus Pharmaceuticals
“Bringing our two organizations together is intended to deliver greater value to the patients, healthcare communities and stockholders we serve.”
Joe Ciaffoni, CEO of Indivior Pharmaceuticals
