Subsequent Events |
6 Months Ended |
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Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | 15. Subsequent Events Merger Agreement with Supernus On August 1, 2026, Indivior Pharmaceuticals, Inc., a Delaware corporation (“Indivior”) and Artemis Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Indivior (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Supernus Pharmaceuticals, Inc., a Delaware corporation (prior to the effective date, “Supernus”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Supernus (the “Merger”), with Supernus continuing as the surviving company and a wholly owned subsidiary of Indivior following the transaction. As a result of the Merger, Indivior will be renamed Supernus Pharmaceuticals, Inc. (subsequent to the effective date, the “Combined Company”). Subject to the terms and conditions of the Merger Agreement, at the Effective Time of the Merger (the “Effective Time”) and as a result of the Merger, each share of common stock of Supernus issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 1.5401 shares of common stock of Indivior. Additionally, at the Effective Time and as a result of the Merger, outstanding Supernus equity awards will be automatically converted into Indivior equity awards on the same vesting schedule and other terms and conditions as existed prior to such conversion. The conversion of such equity awards will occur at the same exchange ratio as applies to Supernus common stock in the Merger; the exercise price of converted Supernus stock options will also be correspondingly adjusted. Upon completion of the Merger, Indivior stockholders are expected to own approximately 56.5% of the Combined Company on a fully diluted basis and Supernus stockholders will own approximately 43.5% of the Combined Company on a fully diluted basis. Prior to the Effective Time of the Merger and subject to the terms and conditions of the Merger Agreement, Indivior will declare a special cash dividend in an aggregate amount of $1,000 million, which will be payable to (i) holders of record of the issued and outstanding Indivior Common Stock as of a record date immediately prior to the Effective Time of the Merger and (ii) holders of certain Indivior equity awards outstanding as of such date with respect to the Indivior Common Stock underlying such Indivior equity award, with such special dividend to be paid following the Effective Time. Under certain limited circumstances where debt financing is unavailable, the special dividend would be payable as a combination of a $500 million cash dividend paid in connection with closing and a dividend of a $530 million dividend payment right, to be payable on the first anniversary of the closing date. In connection with the Merger Agreement and the special dividend, Indivior entered into a commitment letter with Citibank, N.A. pursuant to which Citibank, N.A. has committed to provide, subject to the terms and conditions thereof, a senior secured term loan facility in an aggregate principal amount of $650 million. Proceeds from the senior secured term loan facility, together with cash on hand of the combined company, are expected to be used to fund the special dividend. Pursuant to the terms of the Merger Agreement, as of the Effective Time of the Merger, (i) the board of directors of Combined Company will consist of eight individuals, including four individuals who are nominees of the board of directors of Indivior immediately prior to the Effective Time of the merger and four individuals who are nominees of the board of directors of Supernus immediately prior to the Effective Time of the Merger; (ii) Jack A. Khattar will serve as Chief Executive Officer and as a member of the Combined Company board; and (iii) Timothy C. Dec will serve as Chief Financial Officer. The transaction is expected to close in the fourth quarter of 2026, subject to approval by both companies’ stockholders and customary closing conditions and regulatory approvals. In connection with a termination of the Merger Agreement in certain limited circumstances, Indivior could be required to pay a termination fee to Supernus in the amount of $174 million and Supernus could be required to pay a termination fee to Indivior of $101 million. The Company is in the process of evaluating the accounting treatment for the Merger and expects to complete this evaluation prior to the closing of the Merger.
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