Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) and Indivior Pharmaceuticals, Inc. (Nasdaq: INDV) today announced that they have entered into a definitive agreement to combine in a tax-free all-stock merger of equals transaction to create a leading diversified, central nervous system (CNS) biopharmaceutical company with significant scale. The transaction is expected to generate significant value for stockholders of both companies, realizing $125 million in expected annual cost synergies. The combined entity will be named Supernus, Inc. and will be listed on the Nasdaq Global Market under the ticker symbol “SUPN”. Upon completion of the transaction, Jack Khattar, Supernus Pharmaceuticals President and Chief Executive Officer, will serve as President, Chief Executive Officer and a member of the Board of Directors of the combined company, and Tony Kingsley, a member of Indivior’s Board of Directors, will serve as Board Chair of the combined company.
“This merger brings together two complementary organizations with a shared vision of improving the lives of people living with central nervous system diseases,” said Jack Khattar, Supernus Pharmaceuticals President and Chief Executive Officer. “With our combined commercial expertise and enhanced capabilities, we are well positioned to drive significant, durable growth across our diversified portfolio of medicines. This transaction also provides us with greater financial flexibility to pursue growth initiatives to potentially accelerate value creation for stockholders.”
“Under Jack’s leadership, we are excited by the potential of the combination and confident in Supernus’ future,” said Joe Ciaffoni, Indivior Pharmaceuticals Chief Executive Officer. “Bringing our two organizations together is intended to deliver greater value to the patients, healthcare communities, and stockholders we serve. After the closing of the proposed merger, all three phases of the Indivior Action Agenda will have been successfully completed.”
Strategic and Financial Rationale
- Diversified and scaled portfolio of medicines that treat CNS diseases: The combined company will have a commercial portfolio of 11 differentiated medicines across psychiatry, neurology and addiction, with key growth products currently expected to continue growing well into the 2030s.
- Accelerates profitable growth and cash flow generation: The combined company is expected to generate pro forma net revenue of $2.2 billion and pro forma adjusted EBITDA of $888 million(1)(2).
- Strong financial profile enables increased flexibility and capacity to pursue growth opportunities: The combined company will have a strong balance sheet with net debt of approximately $878 million(3) and a net leverage ratio of <1x(4). The transaction provides the combined company with increased financial flexibility and capacity to pursue additional growth opportunities, including investing in the growth of the combined current commercial portfolio, advancing Supernus Pharmaceuticals’ innovative pipeline programs, and evaluating business development opportunities to expand and enhance the combined business.
- Proven leadership team with a track record of building successful commercial franchises and successfully integrating acquisitions: The transaction brings together experienced teams with successful track records of developing, launching, and commercializing medicines to address significant unmet needs, as well as successfully integrating acquired businesses. In addition, the combined company will have the capabilities to drive innovative internal research and development and execute additional strategic acquisitions.
The combined company’s Board is expected to have a total of eight directors, including four directors from Supernus Pharmaceuticals, including Jack Khattar as President and Chief Executive Officer, and four directors from Indivior Pharmaceuticals, including Tony Kingsley as Board Chair.
Supernus Pharmaceuticals’ headquarters in Rockville, Md., will serve as the combined company’s global headquarters following completion of the merger. The structure of the leadership team of the combined organizations and the names of all directors will be announced prior to or in conjunction with the closing of the transaction.
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