The S-4 filing confirms the fixed exchange ratio and $1B special dividend. Monitor shareholder votes and HSR clearance (waiting period expires Sept 21, 2026). The fixed exchange ratio means INDV/SUPN price ratio will converge toward 1.5401 as the deal closes. Any regulatory delay or shareholder rejection risk could widen the spread.
Price Chart
Executive Summary
Indivior Pharmaceuticals filed an S-4 registration statement for an all-stock merger of equals with Supernus Pharmaceuticals. Supernus shareholders will receive 1.5401 Indivior shares per Supernus share, and Indivior will pay a $1 billion special dividend to its shareholders. The combined company will be renamed Supernus, Inc., trade under ticker SUPN, and be led by Supernus CEO Jack Khattar, with Indivior shareholders owning ~56.5% and Supernus shareholders ~43.5% on a fully diluted basis.
Key Facts
- Merger of equals: Supernus shareholders receive 1.5401 Indivior shares per Supernus share (fixed exchange ratio).
- Indivior will pay a $1.0 billion special cash dividend to its shareholders prior to closing.
- Combined company renamed Supernus, Inc., trading under ticker SUPN; CEO is Jack Khattar (Supernus CEO).
- Indivior shareholders expected to own ~56.5% and Supernus shareholders ~43.5% of the combined company on a fully diluted basis.
- Indivior has secured a $650 million senior secured term loan facility from Citibank to help finance the special dividend.
- Closing expected in Q4 2026, subject to shareholder and HSR approvals.
- Termination fees: $174M payable by Indivior, $101M payable by Supernus under certain conditions.
Financial Impact
$1.0 billion special dividend to Indivior shareholders; $650 million debt financing secured; combined company with ~$4.4B market cap (Indivior standalone)
Risk Factors
- HSR review may impose conditions or delay closing beyond Q4 2026
- Shareholder approval required from both companies; failure would trigger termination fees and stock price declines
- Fixed exchange ratio exposes Supernus shareholders to INDV price volatility between signing and closing
- $1B special dividend increases Indivior's leverage; alternative dividend scenario exists if debt financing falls through
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-4 Filing (Primary) | 0001104659-26-103278 |
| Document: 0001104659-26-103278-index.html | 0001104659-26-103278 |
| Document: 0001104659-26-103278.txt | 0001104659-26-103278 |
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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