A Rule 425 filing submitted on August 4, 2026, includes a corrected transcript of a joint merger conference call held on August 3, 2026, in which Supernus Pharmaceuticals, Inc. (NASDAQ: SUPN) and Indivior Pharmaceuticals, Inc. announced a proposed all-stock, tax-free merger of equals.

Key Highlights

  • Exchange ratio: Supernus shareholders will receive 1.5401 shares of Indivior common stock for each Supernus share they own.
  • Pre-closing dividend: Indivior will declare a dividend of $1 billion in the aggregate to pre-closing Indivior stockholders.
  • Ownership split: Indivior shareholders are expected to own approximately 56.5% of the combined company, with Supernus shareholders owning approximately 43.5%, on a fully diluted basis.
  • Pro forma net revenue: As of June 30, 2026, on a trailing 12-month basis, the combined company had approximately $2.2 billion of pro forma net revenue across four therapeutic areas.
  • Cost synergies: Expected annual cost synergies of $125 million, anticipated to be realized within the first 12 months following the merger.
  • Leadership and name: Jack Khattar will serve as CEO of the combined company, which will retain the Supernus name and be headquartered in Rockville, Maryland.
  • Expected closing: The transaction is expected to close in the fourth quarter of 2026, subject to shareholder and regulatory approvals and customary closing conditions.

Terms and Structure of the Supernus-Indivior Merger

According to the filing, the transaction is structured as an all-stock, tax-free merger of equals. Under the terms of the agreement, Supernus shareholders will receive 1.5401 shares of Indivior common stock for each Supernus share held. Prior to closing, Indivior will declare a $1 billion aggregate dividend to pre-closing Indivior stockholders. Taking the cash distribution and exchange ratio together, the filing states that Indivior shareholders are expected to own approximately 56.5% of the combined company at closing, with Supernus shareholders owning the remaining approximately 43.5% on a fully diluted basis.

The combined board, according to the filing, will include four directors from Supernus, including Jack Khattar, and four directors from Indivior, including Tony Kingsley, who will serve as non-executive chairman. The filing discloses that the combined company will keep the Supernus name and be headquartered in Rockville, Maryland. The combined commercial portfolio will total 11 medicines spanning four therapeutic areas: addiction, ADHD, depression, and Parkinson's disease. Sublocade, Indivior's treatment for opioid use disorder, is described in the filing as the largest single revenue contributor at approximately 44% of pro forma combined net revenue.

The filing includes forward-looking statements regarding the proposed transaction, including expectations about cost synergies, revenue, and closing timing. The filing notes these statements "are subject to risks and uncertainties" and directs readers to review related regulatory filings for further detail. The forward-looking statements are the companies' own and subject to their cautionary language.

What Was Disclosed

Indivior filed a Rule 425 communication containing a corrected transcript of a joint merger call held August 3, 2026. The filing details the all-stock exchange ratio, a $1 billion pre-closing Indivior dividend, combined pro forma net revenue of approximately $2.2 billion, and expected cost synergies of $125 million annually.