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# Indivior And Supernus Add Cantor Valuation Detail To Merger Proxy, Denying Any Disclosure Was Required
- URL: https://www.bullished.co/indivior-and-supernus-add-cantor-valuation-detail-to-merger-proxy-denying-any-disclosure-6e50827c/
- Published: 2026-10-06T11:41:06.000Z
- Updated: 2026-10-06T11:41:06.000Z
- Description: The two drugmakers filed an 8-K to moot two New York lawsuits and several demand letters ahead of the October 15 shareholder votes.
- Author: Matteo Parrino
- Tags: Deals, INDV, Industry: Healthcare

Indivior and Supernus [supplemented their joint proxy statement/prospectus](https://www.sec.gov/Archives/edgar/data/0001625297/000110465926113885/tm2627060d2%5F425.htm?ref=bullished.co) in an 8-K filed Tuesday, adding the inputs behind Cantor Fitzgerald's fairness analysis for Supernus. They say they did it only to end stockholder claims, and that no extra disclosure was ever legally required.

## What the 8-K says

After the proxy went out, Supernus received demand letters from purported stockholders, and two of them filed complaints in New York state court (Supreme Court, New York County). The letters and complaints allege the proxy has disclosure deficiencies or incomplete information about the merger.

Supernus says the claims are without merit and denies every allegation. The companies say they supplemented the document "solely to eliminate the burden, expense and uncertainty of litigation," to moot the claims, and to avoid the risk that the claims might delay or otherwise hurt the merger. They add that the supplement is not an admission of liability.

The filing is itself a [Rule 425](https://www.sec.gov/Archives/edgar/data/0001625297/000110465926113885/tm2627060d2%5F425.htm?ref=bullished.co) communication. Where it differs from the original proxy, it supersedes it.

## The new valuation numbers

Cantor's discounted cash flow analysis for Supernus produced an implied value range of $50.55 to $59.50 per share. It used discount rates of 9.5% to 11.5% and fully diluted share counts of about 61.0 million to 61.7 million. Cash was about $372 million and debt $0, both supplied by Supernus management.

For Indivior, the same analysis implied a dividend-adjusted range of $24.20 to $43.90 per share. It used discount rates of 8.0% to 10.0%, a $1 billion Special Dividend, and fully diluted shares of about 124.0 million to 139.3 million. Indivior's cash was about $249 million and its debt about $500 million, again as estimated by Supernus management.

The selected-companies analysis also gets share counts. Indivior's range runs 139.2 million to 139.3 million on 2027 revenue and 124.0 million to 139.3 million on 2028 revenue. Supernus's runs 60.3 million to 61.4 million and 60.3 million to 61.5 million on the same bases. Share counts were set as of July 28, 2026.

## What it changes and what comes next

Nothing about the deal terms changes. The merger agreement dates to August 1, 2026\. Indivior would buy Supernus through a subsidiary, Supernus would survive as an Indivior unit, and Indivior would be renamed Supernus, Inc. The SEC declared the registration statement effective on September 11, 2026.

If you hold either stock, the practical point is timing: the added disclosures arrive before the vote, and the companies are trying to remove the lawsuits as a source of delay.

Each company holds a special stockholder meeting on October 15, 2026.

Both sets of stockholders vote on October 15, 2026, with the new Cantor inputs in hand.

### Sources

- [425 — Indivior Pharmaceuticals, Inc. re: Indivior Pharmaceuticals, Inc. (INDV)](https://www.sec.gov/Archives/edgar/data/0001625297/000110465926113885/tm2627060d2%5F425.htm?ref=bullished.co) — SEC EDGAR