The single number that will decide what Supernus Pharmaceuticals stockholders receive in their merger with Indivior is 1.5401. Every Supernus share converts into that many Indivior shares, and the ratio does not move. If Indivior’s stock rises or falls before closing, the value Supernus holders receive rises or falls with it.
Stockholders of both companies are scheduled to vote on the deal on Oct. 15 at virtual special meetings. The terms they are voting on combine a fixed share exchange, a $1 billion cash payout to one side, and a set of competing valuations from the advisers who reviewed them.
The Ownership Split
On a fully diluted basis, Indivior’s existing shareholders would own about 56.5% of the combined company and Supernus’s about 43.5%, according to the merger announcement on Aug. 3. Technically, Indivior is the surviving parent: a subsidiary called Artemis Merger Sub will merge into Supernus, making Supernus a wholly owned unit of Indivior, which will then rename itself Supernus.
The resulting company would keep Supernus’s Nasdaq ticker, SUPN, and its Rockville, Maryland, headquarters, with Supernus Chief Executive Jack Khattar in charge. Indivior’s Tony Kingsley would chair an eight-member board split evenly between the two companies. The parties describe the transaction as tax-free.
The Special Dividend
The deal’s one cash element goes only to Indivior’s side. Indivior stockholders of record will receive a $1 billion special dividend after the merger becomes effective. A $650 million term loan from Citibank is set to help fund it.
The registration statement also includes a fallback. If committed financing were unavailable and no replacement could be arranged, Indivior would pay a $500 million cash dividend at closing plus rights to receive another $529.5 million within one year, for a total of about $1.03 billion.
Because the payment goes only to Indivior’s pre-merger holders, it shifts value between the two groups. Cantor Fitzgerald, Supernus’s adviser, deducted the full $1 billion when it valued Indivior’s shares.
The Valuations
Outside estimates of the deal’s size vary with the method. InsideArbitrage put the transaction value at $3.38 billion, based on an implied price of $61.62 per Supernus share, a premium of 38.07% to the stock’s last close before the announcement. By that calculation, Indivior is paying about 19.86 times Supernus’s EBITDA.
FiercePharma reported the two companies’ combined market capitalization at roughly $7.5 billion at announcement, with Indivior contributing about $4.7 billion.
Cantor’s discounted cash flow analysis, disclosed in an Oct. 6 proxy supplement, valued Supernus at about $50.55 to $59.50 a share on a standalone basis. It applied discount rates of 9.5% to 11.5% for Supernus and 8% to 10% for Indivior, and it projected cash flows through 2040. On the same basis, Cantor valued Indivior at about $24.20 to $43.90 a share after deducting the dividend.
Indivior relied on its own advisers, Jefferies and Piper Sandler, each of which delivered a fairness opinion to Indivior’s board.
What Each Side Brings
Both companies were growing when they signed. Supernus’s 2025 revenue rose 9% to $719 million, and it reported record second-quarter 2026 revenue of $219.1 million, up 32%, while raising its 2026 forecast to $860 million to $890 million from an initial $840 million to $870 million. Qelbree, its non-stimulant ADHD drug, sold $89.2 million, up 15%, and collaboration revenue from ZURZUVAE, the postpartum depression treatment it shares with Biogen, reached $35.4 million.
Indivior’s 2025 revenue was about $1.2 billion, with Sublocade contributing $856 million. It reported second-quarter 2026 revenue of $343 million, up 14%, led by Sublocade, its monthly injectable for opioid use disorder, at $253 million. Its adjusted EBITDA rose 111% to $186 million, and it raised its 2026 revenue guidance to $1.295 billion to $1.365 billion.
Within Supernus’s quarter, GOCOVRI added $37.6 million and the ONAPGO infusion device $13.5 million, up from $1.6 million a year earlier. Non-GAAP adjusted operating earnings were $31.2 million, against a GAAP net loss of $58.4 million that reflected one-time and acquisition-related costs. Indivior, for its part, completed the cancellation of its London Stock Exchange listing in July 2025 and now trades only on Nasdaq, the exchange the combined company will use.
The balance sheets differ. As of late July, Supernus held about $372 million in cash and no debt, while Indivior held about $249 million in cash and about $500 million in debt, according to the proxy supplement. The combined company is projected to have pro forma adjusted EBITDA of $888 million and net leverage below one times, along with about $125 million in annual cost synergies.
“This merger brings together two complementary organizations with a shared vision of improving the lives of people living with central nervous system diseases,” Khattar said.
The Road to the Vote
The companies signed the merger agreement on Saturday, Aug. 1, and announced it two days later alongside both companies’ second-quarter results. The Securities and Exchange Commission declared the registration statement for the new Indivior shares effective on Sept. 11, and the joint proxy statement went to shareholders that day. The record date for both meetings was Sept. 4, and Indivior holders had until Oct. 14 to revoke proxies already submitted. Both meetings were set for 10 a.m. Eastern time.
The Supernus proposal requires approval from a majority of all outstanding shares entitled to vote, so shares that are not voted count against it. Indivior’s stockholders are voting to approve issuing the new shares under Nasdaq rules.
Before the vote, Supernus received demand letters and two complaints filed in New York state court by stockholders alleging gaps in the proxy disclosures. The companies filed supplemental disclosures on Oct. 6, stating that Supernus believes the claims lack merit and that the additions were made to avoid the cost and delay of litigation. Shareholder suits over merger disclosures are common in public-company deals of this kind.
After the votes, the remaining conditions include expiration of the waiting period under the Hart-Scott-Rodino Act. The companies expect to close in the fourth quarter of 2026.
Where It Sits in the Year’s Deal Flow
Biopharma dealmaking has been active in 2026. Deal value exceeded $65 billion in the first quarter alone, with 16 transactions above $1 billion, according to data reported by MobiHealthNews. At $3.38 billion by InsideArbitrage’s measure, the Supernus-Indivior combination is smaller than the year’s largest transactions. J.P. Morgan’s healthcare investment banking group ranked Sun Pharma’s $11.75 billion purchase of Organon first through midyear, followed by Gilead’s roughly $5 billion acquisition of Tubulis and Angelini Pharma’s $4.1 billion deal for Catalyst Pharmaceuticals.
Each of those three was a purchase of one company by another. The Supernus-Indivior structure differs: an all-stock combination of two companies of comparable size, with a cash payout to one side, leaves both shareholder bases exposed to the combined company’s performance after closing.
Consultants tie much of that activity to patent expirations. PwC has estimated that more than $300 billion in branded pharmaceutical revenue faces loss-of-exclusivity pressure this decade, and Dan Farrell, PwC’s U.S. health services deals leader, said buyers are “prioritizing assets with strong margin profiles, scalable operations and measurable performance improvement potential.”
Jerry Lee, J.P. Morgan’s global co-head of healthcare investment banking, said renewed confidence in dealmaking “is helping to drive a strong equity market.”
The Market’s First Read
Supernus shares fell 6% on Aug. 4, the first trading day after the announcement, according to Quiver Quantitative, which tied the move to concerns about integration risk and the division of value under the all-stock structure.
The fixed ratio means that from signing to closing, a Supernus share trades largely as a claim on 1.5401 Indivior shares. Any gap between the two prices reflects the market’s estimate of the risk that the deal fails to close and the time until it does.
Who Gets a Vote
Supernus’s largest holders control a large share of the ballots. BlackRock reported about 9.35 million shares at the end of June, Millennium Management about 3.85 million and Vanguard Portfolio Management about 3.31 million, according to 13F data compiled by InsiderSet. State Street, Nomura Asset Management, Dimensional Fund Advisors and Geode Capital Management also ranked among the top 10.
Hedge funds account for several of those positions. Armistice Capital, the New York healthcare-focused fund, held 2,646,201 shares worth about $123 million on June 30, the fourth-largest institutional stake. Citadel Advisors held about 1.37 million shares, Two Sigma Investments about 1.18 million and D.E. Shaw about 768,000. Renaissance Technologies held about 1.48 million. Healthcare specialists including Soleus Capital Management and Catalio Capital Management held smaller positions. Nomura Asset Management held about 2.38 million shares, and Stephens Investment Management Group about 1.49 million.
Holdings reported on June 30 may differ from shares held on the Sept. 4 record date, and 13F filings do not disclose how any fund intends to vote. The meeting results, and the Hart-Scott-Rodino clearance that follows, will determine whether the 1.5401 ratio converts Supernus stock into shares of the combined company before year-end.
