Announcement • Aug 04

Indivior Pharmaceuticals, Inc. (NasdaqGS:INDV) entered into a definitive agreement to acquire Supernus Pharmaceuticals, Inc. (NasdaqGM:SUPN) for $3.6 billion in a merger of equals transaction.

Indivior Pharmaceuticals, Inc. (NasdaqGS:INDV) entered into a definitive agreement to acquire Supernus Pharmaceuticals, Inc. (NasdaqGM:SUPN) for $3.6 billion in a merger of equals transaction on August 1, 2026. Under the terms of the agreement, Supernus Pharmaceuticals stockholders will receive 1.5401 common shares of Indivior Pharmaceuticals for each share of Supernus Pharmaceuticals they own. Indivior Pharmaceuticals stockholders will receive a one-time special cash dividend of $1 billion in aggregate immediately prior to closing of the merger. To finance the dividend to Indivior Pharmaceuticals stockholders, the companies have secured a debt commitment of $650 million through a term loan facility provided by Citibank N.A. with the remaining portion to be funded by existing cash on hand of the combined company. Under the Merger Agreement, outstanding Supernus Pharmaceuticals equity awards will be assumed by Indivior and converted into corresponding awards with respect to Indivior Shares, with the number of underlying shares (and, for options, the exercise price) adjusted based on the Exchange Ratio. Each Supernus Pharmaceuticals restricted stock unit award will be converted into an Indivior restricted stock unit award; each Supernus Pharmaceuticals performance stock unit award will be converted into an Indivior restricted stock unit award subject solely to time-based vesting (with performance-vesting conditions ceasing to apply); and each Supernus Pharmaceuticals stock option will be converted into an option to acquire Indivior Shares. Upon the close of the transaction, Indivior Pharmaceuticals stockholders will own approximately 56.5% of the combined company, and Supernus Pharmaceuticals stockholders will own approximately 43.5% of the combined company, on a fully diluted basis. The combined entity will be named Supernus, Inc. and will be listed on the Nasdaq Global Market under the ticker symbol “SUPN”. Upon termination of the Merger Agreement, the terminating or breaching party may be required to pay the other party a termination fee in an amount equal to $101 million (in the case of a fee payable by the Supernus Pharmaceuticals) or $174 million (in the case of a fee payable by Indivior), as set forth in the Merger Agreement. Upon completion of the transaction, Jack Khattar, Supernus Pharmaceuticals President and Chief Executive Officer, will serve as President, Chief Executive Officer and a member of the Board of Directors of the combined company, and Tony Kingsley, a member of Indivior’s Board of Directors, will serve as Board Chair of the combined company. The combined company’s Board is expected to have a total of eight directors, including four directors from Supernus Pharmaceuticals, including Jack Khattar as President and Chief Executive Officer, and four directors from Indivior Pharmaceuticals, including Tony Kingsley as Board Chair. Supernus Pharmaceuticals’ headquarters in Rockville, Md., will serve as the combined company’s global headquarters following completion of the merger. Consummation of the Merger is subject to customary closing conditions, including, among others, (i) the receipt of the required approvals of the Supernus Pharmaceuticals’s and Indivior’s respective stockholders; (ii) the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the effectiveness of the registration statement on Form S-4 to be filed by Indivior in connection with the Share Issuance; (iv) the approval for listing on the Nasdaq Stock Market of the Indivior Shares to be issued in the Merger; (v) the accuracy of the representations and warranties of the other party, subject to customary thresholds and exceptions; (vi) compliance by the other party in all material respects with its covenants; and (vii) the absence of a continuing material adverse effect with respect to the other party; (viii) the proceeds of Indivior’s committed financing having been funded, or being funded substantially concurrently with the closing, in an amount sufficient (together with the parties’ available cash) to consummate the Transactions, including payment of the Special Dividend; and (ix) if requested by the Company, Indivior’s having obtained, effective as of the closing, specified insurance coverage with respect to risks identified by the Company. The transaction is expected to close in the fourth quarter of 2026, subject to approval by stockholders of both companies, regulatory approvals and customary closing conditions. The deal has been unanimously approved by the board. The transaction is expected to generate significant value for stockholders of both companies. Cantor Fitzgerald & Co. acted as financial advisor for Supernus Pharmaceuticals, Inc. Wells Fargo Securities, LLC acted as financial advisor for Supernus Pharmaceuticals, Inc. Saul Ewing LLP acted as legal advisor for Supernus Pharmaceuticals, Inc. Morgan Lewis & Bockius UK LLP acted as legal advisor for Supernus Pharmaceuticals, Inc. Jefferies LLC acted as financial advisor and fairness opinion provider for Indivior Pharmaceuticals, Inc. Piper Sandler & Co. acted as financial advisor and fairness opinion provider for Indivior Pharmaceuticals, Inc. Goodwin Procter LLP acted as legal advisor for Indivior Pharmaceuticals, Inc. Citigroup Inc. acted as financial advisor for Indivior Pharmaceuticals, Inc. Cantor Fitzgerald & Co. acted as fairness opinion provider for Supernus Pharmaceuticals, Inc.

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