Supernus and Indivior Merge in All-Stock Deal to Build $2.2B CNS Powerhouse

What Happened

Supernus Pharmaceuticals (NASDAQ: SUPN) and Indivior Pharmaceuticals (NASDAQ: INDV) announced a definitive agreement to merge in a tax-free all-stock transaction on August 3, 2026. The combined company, to be named Supernus, Inc. and listed on Nasdaq under the ticker SUPN, will have approximately $2.2 billion in pro forma annual revenue and a portfolio of 11 approved central nervous system drugs spanning psychiatry, neurology, and addiction medicine.

The deal is structured as a merger of equals. Under the terms, Supernus stockholders will receive 1.5401 Indivior common shares for each Supernus share they own. Based on the August 1 closing prices (SUPN at $44.63, INDV at $40.01 from Polygon), that exchange ratio implies approximately $61.62 per Supernus share, a premium of roughly 38% over Supernus’s last close. Indivior stockholders will also receive a one-time special cash dividend of $1.0 billion in aggregate immediately prior to closing. Upon close, Indivior stockholders will own approximately 56.5% of the combined company and Supernus stockholders approximately 43.5%. (Supernus/Indivior joint press release via GlobeNewswire)

The Numbers

Metric	Value
Structure	All-stock merger of equals, tax-free
Exchange ratio	1.5401 INDV shares per SUPN share
Implied SUPN premium	~38% over $44.63 close
Special dividend to INDV holders	$1.0 billion (funded by $650M debt + cash)
Combined pro forma revenue	~$2.2 billion
Combined adjusted EBITDA	~$888 million (including synergies)
Targeted cost synergies	$125 million annually
Combined net debt	~$878 million
Approved drugs in portfolio	11
Ownership split	INDV 56.5% / SUPN 43.5%
Expected close	Q4 2026

Supernus brings a neuroscience portfolio covering ADHD, Parkinson’s disease dyskinesia, postpartum depression, epilepsy, migraine, and cervical dystonia. Indivior is the leader in long-acting injectable treatments for opioid use disorder (OUD), with its Sublocade franchise anchoring the addiction medicine side. The combined entity will have 11 differentiated CNS medicines, with key growth products expected to continue growing into the 2030s.

Why It Matters

The merger consolidates two mid-cap CNS players into a company with the scale to compete for business development deals and pipeline investment. The $125 million in targeted annual cost synergies, plus a net debt ratio below 1x, give the combined company financial firepower to pursue additional acquisitions or license late-stage assets. Jack Khattar, Supernus’s CEO, will lead the combined company, with Indivior board member Tony Kingsley serving as board chair.

The special dividend structure is notable. Indivior stockholders receive $1.0 billion in cash before the merger closes, funded by a $650 million term loan from Citibank and existing cash on the balance sheet. This effectively returns capital to Indivior holders while still giving them majority equity in the combined company. Supernus holders get a stock premium and participation in the combined entity’s growth.

The deal also reflects broader biopharma consolidation trends in 2026, with M&A pace on track to top $240 billion as patent cliffs drive dealmaking. CNS has been an active area, with several mid-cap combinations this year.

What to Watch Next

The transaction is expected to close in Q4 2026, subject to stockholder approvals from both companies, regulatory clearances, and customary closing conditions. Watch for the S-4 registration statement filing, potential competing bids for either company, and regulatory scrutiny given the overlap in CNS market positions. Supernus and Indivior will host a joint conference call at 8:30 AM EDT today to discuss the transaction alongside their Q2 2026 earnings.