Supernus Pharmaceuticals (SUPN) Proxy filing summary

Executive summary

• Indivior and Supernus have agreed to a merger of equals, with Supernus becoming a wholly owned subsidiary of Indivior, which will be renamed Supernus, Inc. and trade under the SUPN ticker on Nasdaq.

• Supernus shareholders will receive 1.5401 Indivior shares for each Supernus share, with no adjustment for market price changes between signing and closing.

• Indivior will pay a $1 billion special cash dividend to its shareholders prior to closing, funded in part by a $650 million term loan facility.

• The combined company will be led by Supernus's CEO and CFO, with an eight-member board split evenly between Indivior and Supernus designees.

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

Voting matters and shareholder proposals

• Indivior shareholders will vote on the issuance of Indivior shares for the merger and on potential adjournment of the special meeting.

• Supernus shareholders will vote on adopting the merger agreement, an advisory vote on executive compensation, and potential adjournment.

• Both boards unanimously recommend voting in favor of all proposals.

• Voting agreements have been executed by directors and officers of both companies to support the merger.

Board of directors and corporate governance

• The combined company board will have eight directors, four from each company.

• Tony Kingsley (Indivior) will serve as chair; Jack A. Khattar (Supernus) will be CEO.

• The board structure and committee composition will mirror Indivior's pre-merger structure.