Supernus, Indivior Merge to Create $2.2B CNS Drugmaker

Supernus Pharmaceuticals and Indivior Pharmaceuticals agreed to combine in a tax-free all-stock merger of equals, creating a central nervous system biopharmaceutical company with $2.2 billion in combined annual revenue and $125 million in expected annual cost savings.

"This merger brings together two complementary organizations with a shared vision of improving the lives of people living with central nervous system diseases," said Jack Khattar, President and CEO of Supernus Pharmaceuticals, who will lead the combined company.

Supernus stockholders receive 1.5401 Indivior shares for each share they own, while Indivior stockholders get a $1.0 billion special cash dividend funded by a $650 million term loan from Citibank N.A. and existing cash. Indivior stockholders will own about 56.5 percent of the combined company, with Supernus stockholders holding 43.5 percent. The combined entity, to be named Supernus, Inc., is expected to generate pro forma adjusted EBITDA of $888 million with net debt of about $878 million and leverage below 1x.

The deal, expected to close in the fourth quarter of 2026 pending stockholder and regulatory approvals, gives the combined company 11 marketed medicines across psychiatry, neurology, and addiction. Tony Kingsley, an Indivior board member, will serve as board chair, with the eight-member board split evenly between the two companies.

Both companies reported strong second-quarter results alongside the deal announcement. Supernus posted total revenue of $219.1 million, up 32 percent from a year earlier, driven by Qelbree ADHD treatment sales of $89.2 million and ONAPGO Parkinson's therapy revenue of $13.5 million, which surged 745 percent. The company raised its full-year 2026 revenue guidance to $860 million to $890 million.

Indivior delivered net revenue of $343 million, up 14 percent, with record quarterly SUBLOCADE sales of $253 million, up 21 percent. The company raised its full-year guidance to $1.295 billion to $1.365 billion and adjusted EBITDA to $700 million to $740 million, and repurchased about 4.7 million shares for $175 million during the quarter.

Deal Structure and Governance

The transaction brings together Supernus's portfolio spanning ADHD, Parkinson's disease, epilepsy, and postpartum depression with Indivior's long-acting injectable treatments for opioid use disorder. The combined company will maintain headquarters in Rockville, Maryland.

Cantor Fitzgerald & Co. is lead financial advisor to Supernus, with Wells Fargo also advising. Jefferies LLC and Piper Sandler & Co. are joint financial advisors to Indivior, with Citi providing committed financing.

What's at Stake

The merger completes Indivior's three-phase Action Agenda, according to CEO Joe Ciaffoni. For Supernus, the deal provides scale and financial flexibility to pursue additional business development opportunities while advancing pipeline programs including SPN-817 for epilepsy and SPN-820 for depression.

The $650 million debt commitment adds to the combined company's balance sheet, though management projects net leverage below 1x based on pro forma adjusted EBITDA of $888 million. The deal requires approval from stockholders of both companies and regulatory clearances before closing in the fourth quarter.

The combined company's growth products are expected to continue growing well into the 2030s, according to the companies. Management projects the deal will generate $125 million in annual cost savings, which would lift pro forma adjusted EBITDA margin to roughly 40 percent on $2.2 billion in revenue. The transaction follows a wave of consolidation in the CNS space as drugmakers seek scale to offset patent expiries and rising development costs.

This article is for informational purposes only and does not constitute investment advice.