Supernus Pharmaceuticals (SUPN) Proxy filing summary

Executive summary

• Merger Sub would merge into the surviving entity, which would become Indivior’s wholly owned subsidiary; a special stockholder meeting is scheduled for October 15, 2026.

• Supplemental disclosures followed stockholder demand letters and two lawsuits alleging proxy disclosure deficiencies; the parties deny wrongdoing and say they added disclosures voluntarily to reduce litigation burden and avoid merger delay.

• Cantor’s revised DCF analysis showed an implied per-share range of $50.55–$59.50 for one merger party and a dividend-adjusted range of $24.20–$43.90 for Indivior.

Voting matters and shareholder proposals

• Stockholders are scheduled to consider the proposed merger at the October 15, 2026 special meeting.

Risk oversight and compliance

• The parties identify risks including failure to secure stockholder or regulatory approvals, competing proposals, litigation, integration challenges, and merger benefits or synergies not arriving as expected.

• The merger exchange ratio is fixed and will not adjust for changes in either party’s share price; the parties also cite potential effects from transaction-related debt and business disruption.