Supernus Adds Cantor's Valuation Inputs To Indivior Merger Proxy After Two Lawsuits, Denying Any Duty To
Supernus filed a proxy supplement Tuesday ahead of its October 15 stockholder vote, giving Cantor Fitzgerald's math while denying wrongdoing.
Supernus filed a supplement to its merger proxy on Tuesday, adding detail on its financial advisor's valuation work after two New York lawsuits and several demand letters said the original disclosures fell short. The company calls the claims meritless and says no extra disclosure was required.
What the supplement says
The filing, made under Rule 425 and as additional proxy material, amends the joint proxy statement/prospectus filed September 11 for the merger with Indivior. Under the deal, a merger subsidiary merges into Supernus, which survives as a wholly owned Indivior subsidiary.
After that filing, Supernus received demand letters from purported stockholders, and two complaints were filed in New York state court. They allege disclosure deficiencies or incomplete information about the merger.
Supernus denies breaching any duty and denies all allegations. It says it is adding the material "solely to eliminate the burden, expense and uncertainty of litigation," to moot the claims and to avoid the risk of delay to the merger, without admitting liability. Supernus and Indivior "specifically deny that any additional disclosure is or was required."
The Cantor numbers now disclosed
The supplement expands how Cantor Fitzgerald, Supernus's financial advisor, reached its figures. Its discounted cash flow analysis produced an implied per-share equity value range of $50.55 to $59.50 for Supernus, and $24.20 to $43.90 for Indivior after the $1 billion special dividend.
Discount rates differ: 9.5% to 11.5% for Supernus versus 8.0% to 10.0% for Indivior. Both analyses assume cash flow after 2040 changes at a perpetual rate from negative 10.0% to positive 3.0%.
The balance-sheet inputs, supplied by Supernus management, are:
- Supernus: cash of about $372 million and no debt.
- Indivior: cash of about $249 million and debt of about $500 million.
Share counts are given as ranges. Supernus fully diluted shares run about 60.3 million to 62.1 million across analyses, and Indivior's about 124.0 million to 139.3 million, all as of July 28, 2026. The contribution and precedent-transaction analyses were also restated with these inputs.
What to watch
Supernus stockholders vote on the merger at a special meeting on October 15, 2026. Supernus shares closed at $42.76 on Monday, according to market data.
The supplement says its new text supersedes the September proxy wherever the two differ, so holders voting October 15 should read both.
