Supernus Pharmaceuticals (NASDAQ:SUPN) and Indivior Pharmaceuticals announced a proposed all-stock, tax-free merger of equals that would create a central nervous system-focused biopharmaceutical company with approximately $2.2 billion in pro forma trailing 12-month net revenue as of June 30, 2026.
The combined company would retain the Supernus name, be headquartered in Rockville, Maryland, and be led by Supernus President and Chief Executive Officer Jack Khattar. Indivior director Tony Kingsley would serve as non-executive chairman. The companies expect the transaction to close in the fourth quarter of 2026, subject to shareholder approvals, regulatory approvals and other customary closing conditions.
Transaction Terms and Leadership
Under the agreement, Supernus shareholders would receive 1.5401 shares of Indivior common stock for each Supernus share they own. Before closing, Indivior would declare an aggregate $1 billion dividend to its pre-closing stockholders.
Following the cash distribution and share exchange, Indivior shareholders are expected to own about 56.5% of the combined company on a fully diluted basis, while Supernus shareholders would own approximately 43.5%.
The post-merger board would include four directors from each company, including Khattar from Supernus and Kingsley from Indivior. Khattar said the existing Supernus management team would be expanded to support the combined business. Supernus Chief Financial Officer Tim Dec said the combined company is expected to have roughly 215 million shares outstanding after the deal closes.
Indivior Chief Executive Officer Joe Ciaffoni said the transaction completes the company’s three-phase “Indivior Action Agenda,” which focused on expanding SUBLOCADE, simplifying the business and strengthening its financial position. He said Indivior shareholders would retain the ability to participate in the combined company’s future growth.
Portfolio Centers on SUBLOCADE and Five Growth Products
The combined portfolio would include Indivior’s opioid use disorder treatments SUBLOCADE and SUBOXONE, as well as Supernus products including Qelbree for ADHD, ZURZUVAE for postpartum depression, and GOCOVRI and ONAPGO for Parkinson’s disease.
Based on trailing 12-month revenue through June 30, SUBLOCADE would represent the largest individual product, contributing approximately 44% of combined pro forma net revenue, according to Khattar.
Management identified SUBLOCADE, Qelbree, ZURZUVAE, GOCOVRI and ONAPGO as the company’s five key growth products. Khattar said these products are expected to continue growing into the 2030s, while the combination would provide more resources for commercial investment, research and development, and future business development.
Ciaffoni said SUBLOCADE, a long-acting buprenorphine injection, had record new patient starts during the most recent quarter and maintained a 76% market share. He said only about 10% of opioid use disorder treatment utilization currently involves long-acting injectables, leaving room for further expansion.
He also cited an estimated eight million to nine million people in the U.S. who misuse opioids, four million to five million people diagnosed with opioid use disorder, and about two million receiving buprenorphine treatment. Indivior has focused on consumer education and awareness efforts to encourage more patients to seek treatment, he said.
On SUBLOCADE’s durability, Ciaffoni said the product is complicated to manufacture as a sterile long-acting injectable and that Indivior has not received any Paragraph IV challenges. The company has 12 Orange Book-listed patents running from 2031 through 2038 and is pursuing additional patents related to its February 2025 label that, if granted, could extend intellectual property coverage to 2042 through 2044.
Cost Synergies and Financial Profile
The companies expect to realize $125 million in annual cost synergies within the first 12 months after closing. Khattar said the anticipated savings are primarily expected to come from general and administrative redundancies and operational efficiencies.
Management did not provide further financial guidance but said the companies had spent substantial time validating the expected synergies. Khattar said Supernus would continue to prioritize business continuity and patient support while seeking additional efficiency opportunities after the merger closes.
- Supernus reported trailing 12-month net revenue of $830 million and adjusted EBITDA of $150 million as of June 30, representing an approximately 18% adjusted EBITDA margin.
- Indivior reported $1.3 billion in net revenue and $613 million in adjusted EBITDA, for a 46% adjusted EBITDA margin.
- On a pro forma basis, the combined company would have about $2.2 billion in net revenue, adjusted EBITDA of $888 million and an adjusted EBITDA margin of approximately 41%, including expected synergies.
- Pro forma net debt would be approximately $878 million, or roughly one times net leverage.
As of June 30, Supernus had approximately $372 million in cash and no debt. Indivior had net debt of $251 million and net leverage of about 0.4 times.
Business Development and Commercial Structure
Khattar said the stronger combined balance sheet and cash generation would increase the company’s ability to pursue acquisitions and other growth initiatives. He said management intends to remain disciplined on leverage, generally targeting a range of about 2.5 to three times adjusted EBITDA depending on the quality and durability of acquired assets’ cash flows.
The company expects to remain focused primarily on CNS, including psychiatry and neurology, while also considering opportunities in women’s health. Khattar said business development priorities would likely continue to emphasize commercial-stage and mid- to late-stage assets, although the company also has discovery capabilities and intends to continue investing in its pipeline.
Management said the merger is not expected to substantially combine the companies’ existing sales forces because their customer bases have limited overlap. Khattar said the combined company expects to operate four distinct commercial teams: an ADHD sales force, a Parkinson’s disease sales force, an obstetrics and gynecology sales force, and the existing force supporting SUBLOCADE.
Until the transaction closes, Supernus and Indivior will continue to operate as separate, independent companies, Khattar said.
About Supernus Pharmaceuticals (NASDAQ:SUPN)
Supernus Pharmaceuticals, Inc, headquartered in Rockville, Maryland, is a specialty pharmaceutical company dedicated to developing and commercializing central nervous system (CNS) therapies. Since its founding in 2003, Supernus has focused on advancing treatments for neurological disorders, with an emphasis on improving patient quality of life through innovative dosage forms and sustained‐release formulations.
The company’s marketed portfolio includes Trokendi XR and Oxtellar XR, extended‐release antiepileptic medications designed to maintain stable drug levels for seizure control, as well as Qelbree (viloxazine extended‐release capsules), approved for the treatment of attention‐deficit/hyperactivity disorder (ADHD) in pediatric and adult patients.
