Supernus-Indivior Merger Proxy Sets Oct 15 Vote, $1B Special Dividend for Indivior Holders
SUPN is trading near its 52-week low of $41.11 (1.3% above the low).
Summary
Definitive proxy for the Supernus-Indivior merger sets October 15 shareholder votes, details a $1B special dividend to Indivior holders funded by $650M in new debt, and reveals pro forma combined revenue of $1.96B with a $543M pro forma net loss.
Key Events · M&A and Partnerships · SUPN
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Special Meetings Set for October 15
Both Supernus and Indivior stockholders will vote on the merger on October 15, 2026, with record date September 4, 2026. Supernus holders need a majority of all outstanding shares to approve.
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$1B Special Dividend to Indivior Holders
Indivior will pay a $1 billion special dividend to its stockholders prior to closing, funded by a new $650 million senior secured term loan from Citibank plus cash on hand. If financing fails, an Alternative Dividend of $500 million cash plus $529.5 million in dividend payment rights applies.
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Fixed Exchange Ratio of 1.5401
Each Supernus share converts to 1.5401 Indivior shares. Based on September 3, 2026 share counts, Indivior expects to issue approximately 89.7 million shares, giving Supernus holders 43.5% and Indivior holders 56.5% of the combined company.
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Governance: Khattar as CEO, 8-Member Board
Supernus CEO Jack Khattar will lead the combined company. The board will have 8 directors — 4 from each company — with Indivior's Tony Kingsley as Chair. Supernus' Rockville, MD headquarters becomes the combined company HQ.
Analysis · SUPN · Life Sciences
The definitive proxy statement for the Supernus-Indivior merger of equals adds material new terms beyond the August 3 announcement. Indivior stockholders will receive a $1 billion special dividend funded by a new $650 million term loan, while Supernus stockholders get a fixed 1.5401 exchange ratio. The combined company will be led by Supernus CEO Jack Khattar with an 8-member board split evenly between the two companies. Termination fees of $174 million (Indivior) and $101 million (Supernus) protect the deal. The special meetings are set for October 15, 2026, with HSR clearance expected by September 21. The pro forma financials show combined FY2025 revenue of $1.958 billion but a pro forma net loss of $543 million driven by purchase accounting adjustments, including $540 million in intangible amortization.
How filings like this one have moved
In the 30 days to Sep 11, 2026, 35.7% of the 1694 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.10%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, SUPN was trading at $41.64 on NASDAQ in the Life Sciences sector, with a market capitalization of approximately $2.4B. The 52-week trading range was $41.11 to $59.68. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.