The merger creates a diversified CNS leader with significant scale, cost synergies, and a massive $1B special dividend for INDV holders. Monitor for HSR antitrust clearance and shareholder votes; the deal carries a 6-12 month termination period. Key near-term catalysts are the special dividend payment at close and Q4 2026 closing timeline.
Price Chart
Executive Summary
Indivior announces transformative all-stock merger of equals with Supernus Pharmaceuticals. Each Supernus share will convert into 1.5401 Indivior shares, with Indivior stockholders owning ~56.5% and Supernus stockholders ~43.5% of the combined company, which will be renamed Supernus, Inc. and trade under ticker SUPN. Indivior will also pay a $1B special dividend to pre-closing shareholders, funded by a $650M senior secured term loan from Citibank.
Key Financial Metrics
Key Facts
- All-stock merger with Supernus: 1.5401 Indivior shares per Supernus share, fixed exchange ratio
- Indivior stockholders ~56.5%, Supernus stockholders ~43.5% of combined company on fully diluted basis
- $1B special cash dividend to pre-closing Indivior shareholders, funded by $650M Citibank term loan
- Combined company renamed Supernus, Inc., trades as SUPN on Nasdaq
- Jack A. Khattar (current Supernus CEO) to be CEO; Timothy C. Dec (current Supernus CFO) to be CFO of combined company
- Combined Board: 8 directors, 4 from each company
- At least $125M expected annual cost synergies; pro forma combined revenue ~$2.2B (from prior filing context)
- Termination fees: Indivior pays $174M, Supernus pays $101M
- Conditions: stockholder approvals from both companies, HSR clearance, Nasdaq listing, no legal prohibition
Financial Impact
Transformative merger of equals creating a diversified CNS leader with ~$2.2B pro forma revenue and $125M+ annual cost synergies. $1B special dividend represents ~20% of INDV's $5B market cap returned to shareholders.
Risk Factors
- Regulatory delay or block under HSR Act
- Failure to obtain stockholder approval from either company
- Integration risk and potential failure to realize $125M+ cost synergies
- Increased leverage from $650M debt facility to fund special dividend
- Fixed exchange ratio exposes both stocks to relative price movements before close
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (INDV) — Batch item 1 | 0001193125-26-329517 |
| Document: 0001193125-26-329517-index-headers.html | 0001193125-26-329513 |
| Document: 0001193125-26-329517-index.html | 0001193125-26-329517 |
| Document: 0001193125-26-329517.txt | 0001193125-26-329517 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 14, 2026 18d ago | EFFECT | $34.47 $35.53 | ▲ +3.08% | ▲ +2.97% | $35.71 (+3.60%) |
Aug 28, 2026 4w ago | S-4 | $34.93 $34.32 | ▼ −1.75% | ▼ −1.60% | $35.71 (+2.23%) |
Aug 3, 2026 8w ago | 425 / 8-K | $37.37 $38.47 | ▲ +2.94% | ▲ +0.92% | $35.71 (−4.44%) |
Aug 3, 2026 8w ago | 425 | $37.37 $38.47 | ▲ +2.94% | ▲ +0.92% | $35.71 (−4.44%) |
Aug 3, 2026 8w ago | 8-K | $37.37 $38.47 | ▲ +2.94% | ▲ +0.92% | $35.71 (−4.44%) |
Aug 3, 2026 8w ago | 425 / 8-K | $37.37 $38.47 | ▲ +2.94% | ▲ +0.92% | $35.71 (−4.44%) |
Jul 23, 2026 10w ago | Press Release | $40.51 $40.22 | ▼ −0.72% | ▼ −1.19% | $35.71 (−11.85%) |
Jun 12, 2026 16w ago | Insider Cluster | $38.40 $38.32 | ▼ −0.21% | ▲ +1.17% | $35.71 (−7.01%) |
May 15, 2026 20w ago | 8-K | $36.54 $37.81 | ▲ +3.48% | ▲ +1.86% | $35.71 (−2.27%) |
May 4, 2026 21w ago | 8-K | $38.98 $38.84 | ▼ −0.36% | ▼ −3.30% | $35.71 (−8.39%) |
US Market Status
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