CNS-focused Supernus and Indivior agree merger terms

Supernus Pharma and Indivior have signed an all-stock merger agreement that would establish a new company, focused on central nervous system (CNS) diseases, with combined revenues of around $2.2 billion.

The combined company, to be known as Supernus Inc, would combine Indivior's treatments for opioid use disorder (OUD) with Supernus' portfolio of medicines for disorders like attention-deficit hyperactivity disorder (ADHD), depression, Parkinson's disease, epilepsy, and migraine, with 11 marketed products.

The deal comes around a year after Supernus closed its $571 million acquisition of Sage Therapeutics, giving it ownership of FDA-approved post-partum depression (PPD) therapy Zurzuvae (zuranolone).

Under the terms of the latest deal – which will be financed with a $650 million loan facility – Supernus shareholders will receive 1.5401 shares in the combined company for each Supernus share, while Indivior stockholders stand to receive a $1 billion cash dividend immediately before the deal closes, expected in the fourth quarter of this year.

As it stands, Indivior shareholders will own around 56.5% of the new company on closing, while Supernus' investors will have a 43.5% stake. Supernus Inc will be led by current Supernus Pharma chief executive Jack Khattar and maintain its Nasdaq listing under the SUPN ticker symbol.

Indivior has been focusing its efforts on commercialising buprenorphine-based opioid withdrawal product Sublocade, which had sales up 13% to $856 million in 2025 and is predicted to grow in the "mid-teens" range this year.

At the same time, it is facing a falloff in sales of older OUD therapy Suboxone Film (sublingual buprenorphine/naloxone) due to generic competition in the US market.

"This merger brings together two complementary organisations with a shared vision of improving the lives of people living with central nervous system diseases," said Khattar in a statement.

"With our combined commercial expertise and enhanced capabilities, we are well positioned to drive significant, durable growth across our diversified portfolio of medicines," he added. "This transaction also provides us with greater financial flexibility to pursue growth initiatives to potentially accelerate value creation for stockholders."

Along with the $2.2 billion in annual revenues, the two merger partners are forecasting pro forma core operating profit of $888 million, with the potential to make around $125 million a year in cost savings, and net debt of $878 million.

Supernus' current headquarters in Rockville, Maryland, will serve as the combined company's global headquarters. It will have an eight-member board that will include four directors from each company.