Supernus Pharmaceuticals (SUPN) investor relations material

Executive summary

• Announced an all-stock, tax-free merger of equals between two CNS-focused biopharmaceutical companies, creating a diversified leader with 11 commercial medicines and a robust pipeline across addiction, ADHD, depression, and Parkinson's disease.

• The combined entity will have pro forma net revenues of $2.2 billion for the twelve months ended June 30, 2026, and is positioned for accelerated profitability and cash flow generation.

• The merger is structured as a 100% tax-free stock-for-stock transaction, with Supernus shareholders receiving 1.5401 Indivior shares per Supernus share; post-close ownership will be 56.5% Indivior shareholders and 43.5% Supernus shareholders.

• Indivior will declare a $1 billion cash dividend to its shareholders prior to closing, funded by $650 million in new debt.

• Leadership will be balanced, with an equal number of directors from each company and Jack Khattar as President and CEO; the combined company will retain the Supernus name and be headquartered in Rockville, Maryland.

Financial highlights

• Pro forma combined net revenue for the twelve months ended June 30, 2026, is $2,162 million.

• Adjusted EBITDA for the same period is $888 million, with an adjusted EBITDA margin of 41%.

• Expected annual cost synergies of at least $125 million within 12 months, primarily from general and administrative redundancies and operational efficiencies.

• Pro forma net leverage ratio is projected at 0.99x, with net debt of approximately $878 million post-merger.

• Aggregate shares outstanding post-merger will be about 215 million.

Outlook and guidance

• The combined company expects to accelerate profitability and cash flow, supporting future business development and growth initiatives.

• Key growth products are anticipated to continue expanding well into the 2030s, supported by continued investment and a strong pipeline.

• No forward-looking financial guidance was provided beyond pro forma figures.

• Full year 2026 revenue guidance raised to $860–$890 million, with adjusted operating earnings (non-GAAP) guidance increased to $150–$180 million.