Indivior shareholders back Supernus merger with 94% approval ahead of closing
Key Facts
Indivior and Supernus shareholders approved the proposed merger at their meetings on October 15, 2026, according to an Indivior statement and Supernus' voting results filing. Indivior said the proposal received support from 94% of votes cast, while the deal remains pending closing. At Supernus, votes in favor of the merger agreement totaled 48,249,532, according to the company's filing. Shareholders representing 235,601 votes opposed the agreement, while holders of 67,004 votes abstained. The approvals concern a deal that sets terms for a share exchange and ownership of the combined company, alongside a special cash distribution for which shareholders' eligibility differs.
On the financial side, Supernus' merger announcement puts the combined company's pro forma net revenue at $2.2 billion. The announcement puts adjusted earnings before interest, taxes, depreciation and amortization at $888 million on the same basis. The earnings estimate includes anticipated cost savings from combining the two companies, according to the accompanying footnote. The footnote said the estimate "includes expected annual cost savings of $125 million." These savings relate to the combined company after the transaction is completed, while the revenue and earnings figures are presented as pro forma estimates in the merger announcement.
Under the exchange terms, Supernus shareholders will receive 1.5401 Indivior shares for each share they hold upon completion of the deal, according to Indivior's filing with the U.S. Securities and Exchange Commission. Indivior shareholders are expected to own about 56.5% of the combined company on a fully diluted basis. Supernus shareholders, meanwhile, will hold about 43.5% on the same basis, according to Supernus' filing on the agreement. As for executive leadership, Jack Khattar will become chief executive officer of the combined company upon completion of the deal. Timothy C. Dec will become chief financial officer when the merger takes effect, according to the merger agreement filed with the U.S. regulator.
On distributions, Indivior set the special cash distribution at $8.13 per share, according to its distribution filing. Payment remains conditional on the merger closing, linking entitlement to payment to completion of the proposed deal. Supernus shareholders will not be entitled to this distribution on the Indivior shares they receive as merger consideration, according to the same filing. On financing, Citibank committed to providing a $650 million term loan in connection with the deal and the special distribution. The committed credit facility takes the form of a senior secured loan, according to Indivior's filing with the U.S. Securities and Exchange Commission.
Shareholder approval follows growth in both companies' businesses in the second quarter of 2026, according to their published financial results. Supernus' total revenue reached $219.1 million, up 32% from the same period a year earlier. Revenue from the company's growth products totaled about $175.7 million during the quarter, up 52% year on year, according to its earnings statement. At Indivior, net revenue reached about $343 million, an annual increase of 14%, according to the company's earnings statement. Sublocade posted record net revenue of $253 million in the same period. Revenue from the drug rose 21% from the corresponding quarter a year earlier, according to Indivior.
In trading, Supernus shares, listed under the ticker SUPN, closed at $39.57 in the October 15, 2026 session, compared with $40.18 in the previous session, according to historical prices published on the company's website. Indivior expects the merger to close on November 2, 2026, according to its statement following shareholder approval. After closing, the combined company will operate under the Supernus name, under the announced deal arrangements. Its shares will trade on Nasdaq under the ticker SUPN, according to the same statement. If the deal closes on the expected schedule, the special cash distribution is expected to be paid around November 6, 2026, according to Indivior's distribution filing.