Supernus Pharmaceuticals and Indivior Pharmaceuticals have agreed to merge in an all-stock transaction creating a major central nervous system biopharmaceutical company.
The combined entity will generate approximately $2.2 billion in annual revenue, bringing together complementary commercial portfolios across a broad range of neurological conditions.
The deal is structured as a tax-free merger of equals, with no cash exchanged between the two companies to complete the acquisition itself.
Both boards unanimously approved the transaction, which is expected to close in the fourth quarter of 2026, subject to stockholder votes and regulatory clearance.
The combined company will operate under the Supernus, Inc. name, remain listed on the Nasdaq Global Market under the ticker SUPN, and be headquartered in Rockville, Maryland.
Indivior’s treatments for opioid use disorder will be combined with Supernus’ portfolio of medicines covering ADHD, depression, Parkinson’s disease, epilepsy, and migraine, giving the new company 11 marketed products in total.
The merger is projected to deliver $125 million in annual cost synergies, alongside pro forma adjusted EBITDA of $888 million across the combined business.
Jack Khattar, currently President and Chief Executive Officer of Supernus Pharmaceuticals, will serve in the same role at the combined company and sit on its board of directors.
Tony Kingsley, a current member of Indivior’s board, will serve as Board Chair of the combined company, with the full board consisting of eight directors split evenly between representatives of each firm.
Supernus stockholders will receive 1.5401 Indivior shares for each share they currently hold under the terms of the agreement.
Prior to closing, Indivior shareholders will receive a one-time special cash dividend of $1.0 billion in aggregate, funded through existing cash and a $650 million term loan facility.
Upon completion, Indivior stockholders will own approximately 56.5% of the combined company, with Supernus stockholders holding the remaining 43.5% on a fully diluted basis.
Nine of the 11 commercial products come from Supernus, with non-stimulant ADHD medication Qelbree delivering $89 million in the second quarter, a nearly 15% increase from $78 million in the prior quarter.
The company projects net debt of approximately $878 million at a net leverage ratio below 1x, preserving financial capacity to pursue further pipeline development and acquisitions.
“Bringing our two organizations together is intended to deliver greater value to the patients, healthcare communities, and stockholders we serve,” said Joe Ciaffoni, Indivior’s Chief Executive Officer.
Ciaffoni added that “after the closing of the proposed merger, all three phases of the Indivior Action Agenda will have been successfully completed,” signalling the deal as the culmination of a strategic transformation programme.
The transaction follows Supernus closing its $571 million acquisition of Sage Therapeutics roughly a year ago, which gave it ownership of FDA-approved post-partum depression therapy Zurzuvae.
Cantor Fitzgerald and Wells Fargo are serving as financial advisors to Supernus, while Jefferies and Piper Sandler are acting as joint financial advisors to Indivior.