Offerings - Offering: 1 |
Aug. 27, 2026
USD ($)
shares
|
|---|---|
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Common Stock, par value $0.001 per share |
| Amount Registered | shares | 103,231,296 |
| Maximum Aggregate Offering Price | $ 3,018,984,178.24 |
| Fee Rate | 0.01381% |
| Amount of Registration Fee | $ 416,921.72 |
| Rule 457(f) | true |
| Amount of Securities Received | shares | 67,028,956 |
| Value of Securities Received, Per Share | 45.04 |
| Value of Securities Received | $ 3,018,984,178.24 |
| Fee Note MAOP | $ 3,018,984,178.24 |
| Offering Note | Represents the estimated maximum number of shares of common stock, par value $0.001 per share ("Indivior Shares") of the registrant ("Indivior") estimated to be issued to holders of shares of common stock, par value $0.001 per share ("Supernus Shares") of Supernus Pharmaceuticals, Inc. ("Supernus") in connection with the consummation of the merger of Artemis Merger Sub Inc., a wholly owned subsidiary of Indivior, with and into Supernus, with Supernus surviving as a wholly owned subsidiary of Indivior (the "Merger"), as described in the accompanying joint proxy statement/prospectus. The number of Indivior Shares being registered is based upon the product of (A) 1.5401, the exchange ratio for the Merger and (B) the sum of (i) 58,220,949, the number of shares of Supernus common stock outstanding as of August 25, 2026, (ii) 1,587,249, the number of Supernus common stock issuable in respect of restricted stock units granted, or are expected to be granted prior to the closing of the Merger, under a Supernus equity plan that is subject to solely time-based vesting restrictions and not performance-based metrics ("Supernus RSUs"), (iii) 465,383, the number of Supernus common stock issuable in respect of Supernus RSUs that are subject to performance-based vesting restrictions, (iv) 6,655,375, the number of Supernus common stock issuable in respect of each option to acquire Supernus common stock granted under a Supernus equity plan or pursuant to a stand-alone stock option agreement and (v) 100,000, the number of Supernus common stock and/or Supernus common stock issuable underlying Supernus equity awards reserved for grants prior to the closing of the Merger. Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act"), and calculated pursuant to Rules 457(f)(1) and 457(c) of the Securities Act. The proposed maximum aggregate offering price of the Indivior Shares was calculated on the basis of (i) $45.04, the average of the high and low prices per share of Supernus common stock, on NASDAQ Global Market on August 25, 2026 multiplied by (ii) 67,028,956, the maximum number of shares of Supernus common stock (including in respect of Supernus equity awards) estimated to be converted or exchanged in the Merger. Calculated pursuant to Section 6(b) of the Securities Act at a rate equal to $138.10 per $1,000,000 of the proposed maximum aggregate offering price. |