Supernus Pharmaceuticals (SUPN) Proxy filing summary

Executive summary

• Supernus Pharmaceuticals and Indivior Pharmaceuticals have agreed to a merger of equals, creating a combined CNS biopharmaceutical company with an estimated $2.2 billion in annual revenues and $888 million in adjusted EBITDA, targeting $125 million in annual cost synergies.

• The combined company will be named Supernus, Inc., with Jack Khattar as CEO and Tony Kingsley as Board Chair; the board will have eight directors, split evenly between the two companies.

• The merger is structured as an all-stock transaction, with Supernus shareholders receiving 1.5401 Indivior shares per Supernus share; Indivior shareholders will receive a $1 billion special cash dividend prior to closing.

• Indivior shareholders will own approximately 56.5% and Supernus shareholders 43.5% of the combined company on a fully diluted basis.

• The transaction is expected to close in Q4 2026, subject to shareholder and regulatory approvals.

Voting matters and shareholder proposals

• Both companies' boards have unanimously approved the merger agreement and recommend shareholder approval.

• Shareholder meetings will be convened to vote on the merger and related proposals; directors and executive officers have entered into voting agreements to support the transaction.

• Voting agreements restrict transfers of shares and require votes in favor of the merger and against competing proposals until the merger is completed or terminated.

Board of directors and corporate governance

• The combined board will consist of eight directors, four from each company; the Chair will be an Indivior nominee.

• Jack Khattar will serve as CEO and board member; Timothy Dec will serve as CFO.

• Governance provisions ensure equal representation and continuity of leadership post-merger.