aibioSupernus and Indivior plan merger backed by $650 million Citibank loan
Supernus and Indivior agreed to an all-stock merger that includes a $1.0 billion cash dividend to Indivior stockholders. The companies say a $650 million Citibank term loan commitment will help fund it, and they expect the deal to close in the fourth quarter of 2026.
Key facts
- Companies
- Supernus Pharmaceuticals, Inc. (NASDAQ: SUPN), Indivior Pharmaceuticals, Inc. (NASDAQ: INDV)
- News type
- Debt Financing
- Primary source
- Supernus Pharmaceuticals, Inc., Exhibit 99.1 merger announcement (2026-08-03)
Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) and Indivior Pharmaceuticals, Inc. (Nasdaq: INDV) said on August 3, 2026 that they agreed to combine in a tax-free, all-stock merger of equals. The combined company will be named Supernus, Inc., will keep Supernus' headquarters in Rockville, Md., and will list on the Nasdaq Global Market under SUPN. Jack Khattar, Supernus' president and chief executive, will lead the combined company, and Tony Kingsley, an Indivior director, will chair its board.
Deal terms and ownership
Each Supernus share converts into 1.5401 shares of Indivior common stock. Indivior stockholders will also receive a one-time special cash dividend of $1.0 billion in aggregate immediately before closing. The companies say they have secured a $650 million term loan commitment from Citibank, N.A. to fund that dividend, and the remaining portion will come from existing cash on hand of the combined company. The release gives no interest rate, maturity or covenants for the Citibank facility.
The companies call this a merger of equals, but the ownership split is uneven. On a fully diluted basis, Indivior stockholders would own about 56.5% of the combined company and Supernus stockholders about 43.5%. Indivior holders would therefore own the larger share and also receive the cash. The deal still needs stockholder and regulatory approvals. Indivior said it intends to file a Form S-4 registration statement with a joint proxy statement and prospectus, and the release does not say when.
Money, debt and advisers
Supernus' annual report for 2025, filed March 2, 2026, shows a net loss of $38.5 million for the year, after net income of $73.9 million in 2024. Cash provided by operations fell to $47.3 million from $172.0 million. Supernus also completed its Sage Therapeutics acquisition on July 31, 2025, with about $561 million in cash paid. Contingent value rights worth about $234 million in aggregate, up to $3.50 per share, depend on annual U.S. net sales of ZURZUVAE reaching $250 million, $300 million and $375 million in set calendar years through 2030, plus a first commercial sale in Japan.
The companies say the combined business would have pro forma net revenue of $2.2 billion, pro forma adjusted EBITDA of $888 million and $125 million of expected annual cost synergies. The release describes a "strong balance sheet" with net debt of approximately $878 million. Those are the companies' own pro forma estimates.
Cantor Fitzgerald & Co. is lead financial advisor to Supernus, and Wells Fargo served as an additional financial advisor. Jefferies LLC and Piper Sandler & Co. are joint financial advisors to Indivior, and Citi also gave Indivior financial advice. Citibank, N.A. is providing the committed financing. Saul Ewing LLP is legal counsel to Supernus, with Morgan Lewis UK advising on certain Canadian and European Union matters. Goodwin Procter LLP is legal counsel to Indivior.
What comes next
Both companies replaced their scheduled second-quarter earnings calls with one joint conference call at 8:30 a.m. EDT on August 3, 2026. Khattar said the deal "provides us with greater financial flexibility to pursue growth initiatives". The companies say the combined company will have 11 medicines across psychiatry, neurology and addiction, and that key growth products are expected to keep growing well into the 2030s.
The growth case also has exposure. Supernus has settled with third parties to allow a generic version of GOCOVRI beginning in June 2029, or sooner under certain conditions. Indivior describes itself as the leader in long-acting injectable treatments for opioid use disorder, and the release gives no product-level sales or competitor figures for either company.
The leadership team and full director list will be announced before or with the closing. Until the Form S-4 is filed and approvals come through, the merger is a set of announced terms, and the Citibank loan is only a commitment.