Supernus 与 Indivior 达成全股票对等合并并拟派 10 亿美元特别股息

Supernus Pharmaceuticals (SUPN) and Indivior Pharmaceuticals (INDV) have agreed to merge in an all-stock, tax-free merger of equals, creating a diversified central nervous system biopharmaceutical company.
SUPN shares rose 22%, while INDV jumped ~10%.
Supernus stockholders will receive 1.5401 common shares of Indivior for each share of Supernus they own. Indivior stockholders will receive a one-time special cash dividend of $1B in aggregate immediately prior to the closing of the merger.
The combined company, to be named Supernus, Inc., will remain listed on Nasdaq under the SUPN ticker. It is expected to generate $2.2B in pro forma net revenue and $888M in pro forma adjusted EBITDA, while delivering about $125M in annual cost synergies.
Following the deal's completion, Indivior shareholders will own approximately 56.5% of the combined company, while Supernus shareholders will own about 43.5% on a fully diluted basis.
The transaction is expected to close in the fourth quarter of 2026, subject to approval by stockholders of both companies, regulatory approvals, and customary closing conditions.
Separately, Supernus also raised its revenue forecast for the full year, following better than-expected sales in the second quarter. Indivior raised its revenue forecast as well, after second-quarter results beat expectations.