Supernus Pharmaceuticals and Indivior NASDAQ: INDV announced plans to combine in an all-stock, tax-free merger of equals that the companies said would create a central nervous system-focused biopharmaceutical company with approximately $2.2 billion in pro forma trailing-12-month net revenue.
The transaction is expected to close in the fourth quarter of 2026, subject to shareholder approvals, regulatory clearances and customary closing conditions. Until then, the companies will continue operating independently.
Under the agreement, Supernus shareholders will receive 1.5401 shares of Indivior common stock for each Supernus share held. Indivior also plans to declare a $1 billion aggregate dividend to its pre-closing shareholders before the deal is completed. At closing, Indivior shareholders are expected to own about 56.5% of the combined company on a fully diluted basis, while Supernus shareholders would own approximately 43.5%.
Combined company structure
The combined company will retain the Supernus name and be headquartered in Rockville, Maryland. Supernus President and Chief Executive Officer Jack Khattar will lead the company after closing, while Indivior director Tony Kingsley will serve as non-executive chairman. The board is expected to include four directors from each company, including Khattar and Kingsley.
Khattar said the combination would bring together 11 commercial medicines across four primary therapeutic areas: addiction, attention-deficit/hyperactivity disorder, depression and Parkinson’s disease.
“This transaction creates a CNS leader through the combination of two highly complementary businesses,” Khattar said. He added that the companies expect their key growth products to continue growing into the 2030s.
Indivior CEO Joe Ciaffoni said the deal follows the company’s efforts under its Indivior Action Agenda, which focused on expanding sales of opioid use disorder treatment SUBLOCADE, simplifying the organization and strengthening its financial position. He said the merger gives Indivior shareholders an opportunity to participate in the upside of the combined company.
Portfolio led by SUBLOCADE
As of June 30, the combined business had approximately $2.2 billion in pro forma net revenue over the preceding 12 months. SUBLOCADE, Indivior’s extended-release buprenorphine injection for opioid use disorder, is expected to account for about 44% of that revenue, making it the combined company’s largest individual product contributor.
The portfolio also includes Indivior’s SUBOXONE sublingual film for opioid use disorder and Supernus growth products including Qelbree for ADHD, ZURZUVAE for postpartum depression and Onapgo for Parkinson’s disease. Khattar also identified Gocovri among the products the combined company expects to support.
Ciaffoni said SUBLOCADE remains the leading prescribed long-acting injectable treatment in its market and reported that the product had record new patient starts in the latest quarter. He said market share was stable at 76% for roughly six or seven quarters.
While declining to provide peak-sales guidance, Ciaffoni said Indivior sees a durable growth runway for SUBLOCADE. He cited a large untreated patient population and low long-acting injectable penetration, which he said stands at about 10%.
According to Ciaffoni, an estimated eight million to nine million people in the U.S. misuse opioids, four million to five million are diagnosed with opioid use disorder, and about two million receive buprenorphine treatment. He said Indivior’s consumer education and awareness efforts are intended to encourage more patients to seek treatment.
The company said prompted awareness of SUBLOCADE among current or recent buprenorphine users rose to 50% in its most recent research from 15% before it began its consumer-focused investment. Ciaffoni also said SUBLOCADE has more than 85% access across commercial and Medicaid coverage.
Synergies and financial profile
The companies expect to achieve $125 million in annual cost synergies within the first 12 months after the merger closes. Khattar said the savings are expected to come primarily from general and administrative redundancies and operational efficiencies.
Management did not provide detailed estimates for potential additional savings, but Khattar said the combined company would continue reviewing operations for further efficiency opportunities after closing. Supernus CFO Tim Dec said the company’s past acquisition and integration experience supports its confidence in delivering the stated synergy target.
For the 12 months ended June 30, Supernus reported $830 million in net revenue and $150 million in adjusted EBITDA, representing an approximately 18% adjusted EBITDA margin. Indivior reported $1.3 billion in net revenue and $613 million in adjusted EBITDA, or a 46% margin.
On a pro forma basis, including anticipated synergies, the combined company would have generated approximately $888 million in adjusted EBITDA, representing a margin of roughly 41%. Pro forma net debt was cited at $878 million, equal to about one times net leverage. Dec said the combined company would have approximately 215 million shares outstanding based on the exchange ratio.
Business development plans
Khattar said the larger company intends to remain disciplined in business development, with CNS as its primary strategic focus. He said Supernus would also continue to consider women’s health opportunities and could pursue products spanning psychiatry, neurology and certain rare diseases.
The company expects to prioritize commercial-stage and mid- to late-stage assets, while continuing to invest in its existing development pipeline and discovery programs. Khattar said the greater scale and financial resources of the combined business could support opportunities neither company could pursue independently.
Management does not expect meaningful sales-force consolidation between Supernus’ existing areas and Indivior’s opioid use disorder business. Khattar said the company anticipates maintaining four distinct sales forces focused on ADHD, Parkinson’s disease, obstetrics and gynecology, and SUBLOCADE.
Regarding SUBLOCADE’s durability, Ciaffoni said the product is a complex sterile long-acting injectable made through an aseptic manufacturing process. He said the company has 12 Orange Book-listed patents extending from 2031 through 2038 and is pursuing additional patents related to a 2025 label update that, if granted, could extend intellectual property protection to 2042 through 2044.
About Indivior (NASDAQ:INDV)
Indivior plc is a specialty pharmaceutical company dedicated to developing and delivering treatments for addiction and related mental health disorders. The company's portfolio centers on therapies designed to support individuals dealing with opioid dependence, alcohol use disorder and other behavioral health challenges. Its lead products include Suboxone® (buprenorphine and naloxone) sublingual film and Sublocade® (extended-release buprenorphine) injection, both of which are approved in multiple markets to aid in opioid use disorder management.
Indivior was established in 2014 through a demerger from the pharmaceuticals division of Reckitt Benckiser Group plc, inheriting decades of research and commercial expertise in addiction medicine.
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