M&A News Today: Indivior and Supernus Set Oct. 15 Merger Votes

Key takeaways

• Indivior Pharmaceuticals, Inc. and Supernus Pharmaceuticals, Inc. will hold special meetings on October 15, 2026, at 10:00 a.m. Eastern, both virtual, to vote on an all-stock merger of equals.
• Each Supernus share converts into 1.5401 Indivior shares at a fixed ratio. Supernus holders would own about 43.5% of the combined company and Indivior holders about 56.5%.
• Indivior plans a $1 billion special dividend, with a Citibank-committed $650 million term loan behind it.
• The combined company would be named Supernus, Inc. and trade on Nasdaq under “SUPN.”

M&A news today: the terms in the joint proxy

M&A news today centers on the joint proxy statement/prospectus filed September 11, which covers an agreement the two drugmakers signed on August 1, 2026. Artemis Merger Sub Inc., a wholly owned Indivior subsidiary, merges into Supernus, which survives as an Indivior subsidiary. Indivior is then renamed Supernus, Inc. and its shares, now listed on the Nasdaq Global Select Market as “INDV,” move to the “SUPN” ticker. The companies expect to complete the merger in the fourth quarter of 2026, subject to regulatory approvals and the other closing conditions.

Term	Detail
Structure	All-stock merger of equals
Exchange ratio	1.5401 Indivior shares per Supernus share, fixed
Pro forma ownership	Supernus 43.5%, Indivior 56.5% (fully diluted)
Special dividend	$1,000,000,000 in aggregate, paid to Indivior holders
Debt financing	$650 million senior secured term loan committed by Citibank
Meetings	October 15, 2026, 10:00 a.m. Eastern, virtual
Record date	September 4, 2026
Termination fees	Up to $174.0 million (Indivior) or $101.0 million (Supernus)

How the exchange ratio works

The ratio does not adjust for changes in either company’s share price, so the value Supernus holders receive will move with Indivior’s stock until closing. The proxy gives July 31 closing prices, the last trading day before announcement: $40.01 for Indivior and $44.63 for Supernus. By our arithmetic, 1.5401 Indivior shares at that price comes to about $61.62, or roughly 38% above the Supernus close. That figure ignores the special dividend, which goes to Indivior record holders and is paid after the merger takes effect, and it will differ by the closing date.

If the committed financing falls through, the proxy describes an alternative: a $500 million cash dividend at closing plus rights to receive $529.5 million within one year. The merger itself is not conditioned on the debt financing.

Who runs the combined company

The board would have eight members, four designated by each company. Tony Kingsley, an Indivior designee, would be chair, and Jack A. Khattar is expected to be chief executive officer. Indivior is based in North Chesterfield, Virginia, and Supernus in Rockville, Maryland. The proxy says the combined company’s headquarters will be Supernus’ existing offices in Rockville.

Votes and advisers

The Supernus merger proposal needs a majority of all outstanding Supernus shares. Indivior’s share issuance needs a majority of the voting power of shares present or represented by proxy at its meeting. On the record date, 118,031,934 Indivior shares and 58,224,143 Supernus shares were outstanding. Directors and officers of each company signed voting agreements in favor of the deal, and both boards unanimously recommend it.

Jefferies LLC and Piper Sandler & Co. gave fairness opinions to the Indivior board dated July 31, 2026, and Cantor Fitzgerald & Co. gave one to the Supernus board dated July 29. The proxy solicitors are Saratoga Proxy Consulting for Indivior and D.F. King & Co. for Supernus.

What to watch

The October 15 votes are the next fixed date. After that, regulatory clearances and the arrangement of the term loan determine timing, and the special dividend’s record and ex-dividend dates will be set closer to closing, with Nasdaq determining the ex-dividend date.