Supernus Pharmaceuticals and Indivior Pharmaceuticals have entered into a definitive agreement to merge in a tax-free, all-stock transaction, creating a diversified biopharmaceutical company focused on central nervous system (CNS) disorders. The combined company will operate under the name Supernus, Inc. and trade on the Nasdaq Global Market under the ticker symbol SUPN upon completion of the transaction.

The merger is designed to strengthen the companies' commercial portfolios, enhance research and development capabilities and improve long-term financial performance. The combined business is expected to generate approximately USD 2.2 billion in pro forma annual revenue and USD 888 million in adjusted EBITDA, while delivering an estimated USD 125 million in annual cost synergies.

Following the completion of the merger, Jack Khattar, President and Chief Executive Officer of Supernus Pharmaceuticals, will lead the combined company as President, CEO and a member of the Board of Directors. Tony Kingsley, a member of Indivior's Board of Directors, will serve as Chair of the combined board.

The merged company will bring together a commercial portfolio of 11 differentiated medicines spanning psychiatry, neurology and addiction treatment. Both companies expect several of their key products to continue driving growth well into the next decade while providing a stronger platform for future product launches and business development opportunities.

According to the companies, the transaction is expected to improve financial flexibility by creating a business with a strong balance sheet, approximately USD 878 million in net debt and a net leverage ratio below one times. The enhanced financial position is expected to support continued investment in commercial products, pipeline development, research and development programmes and strategic acquisitions.

Commenting on the merger, Jack Khattar, President and Chief Executive Officer of Supernus Pharmaceuticals, said the combination brings together two complementary organisations with a shared commitment to improving outcomes for patients living with CNS disorders. He noted that the combined commercial expertise and expanded capabilities would position the company for sustainable long-term growth while creating greater value for shareholders.

Joe Ciaffoni, Chief Executive Officer of Indivior Pharmaceuticals, said the merger is expected to deliver greater value to patients, healthcare providers and shareholders, while completing the company's long-term strategic transformation agenda.

The combined company's Board of Directors is expected to comprise eight members, with equal representation from both organisations. Supernus' headquarters in Rockville, Maryland, will serve as the global headquarters following the completion of the transaction.

Under the terms of the agreement, Supernus shareholders will receive 1.5401 common shares of Indivior for each Supernus share held. Indivior shareholders will receive a special cash dividend of USD 1 billion immediately before the transaction closes. To finance the dividend, the companies have secured a USD 650 million term loan from Citibank, with the remaining amount funded through existing cash reserves.

Upon closing, Indivior shareholders are expected to own approximately 56.5 percent of the combined company, while Supernus shareholders will own the remaining 43.5 percent on a fully diluted basis.

The merger has received unanimous approval from the Boards of Directors of both companies and is expected to close during the fourth quarter of 2026, subject to shareholder approvals, regulatory clearances and other customary closing conditions.

The transaction is expected to establish a stronger global CNS-focused biopharmaceutical company with enhanced commercial scale, expanded research capabilities and a broader portfolio addressing significant unmet medical needs across neurological, psychiatric and addiction-related disorders.