Supernus Holders Will Get 1.5401 Indivior Shares Each, But Not The $8.13 Special Dividend
The cash payout is reserved for Indivior holders of record on October 30, funded partly by a $650 million term loan.
Supernus Pharmaceuticals stockholders will swap each share for 1.5401 Indivior shares when their merger closes, expected November 2, but they will not collect the $8.13-per-share special dividend going to Indivior holders, the company said in its quarterly report filed Thursday.
Shares, not the cash
Supernus, which develops and sells medicines for central nervous system diseases, says the exchange ratio is fixed and "will not be adjusted for changes in the market price of either Indivior common stock or Supernus common stock." The 10-Q adds that the market value of what holders receive will therefore vary.
Indivior shareholders on the books October 30 are the only ones eligible for the $8.13 dividend, and nothing is paid until the deal closes. Payment is anticipated on or about November 6 if the deal closes as expected. Supernus holders are not entitled to it on the Indivior shares they receive in the merger.
Stockholders approved the deal on October 15.
A $1.0 billion payout, partly borrowed
The dividend is part of a one-time $1.0 billion cash payout to Indivior stockholders. Indivior has secured a $650 million term loan commitment, and existing cash of the combined company covers the rest. The 10-Q says Supernus expects a significant drop in its own cash and marketable securities if the deal closes, to help fund that payout.
The credit agreement behind the loan is expected to be signed on the closing date, with the full $650 million borrowed that day. Proceeds can also repay existing debt, including the UBS credit line. Supernus terminated that line on October 20, with nothing outstanding.
Supernus held about $359.5 million in cash, equivalents and unrestricted marketable securities on September 30.
New merger risks in the 10-Q
The quarterly report carries a new risk-factor section on the merger, absent from the prior quarter's 10-Q. It covers a possible termination fee owed to Indivior, a combined board of eight directors split four and four, and the retention of key employees.
The filing also discloses two state-court suits from purported stockholders challenging the merger agreement.
The company also reported third-quarter revenue of $226.8 million, up 18% from a year earlier. Third-quarter net earnings were $20.9 million, against a $45.1 million loss a year ago.
The combined company, to be named Supernus, Inc., is slated to begin trading on Nasdaq under the ticker SUPN on November 3.
Sources
- 10-Q Filing — Supernus Pharmaceuticals (SUPN) — SEC EDGAR
- 10-Q Filing — Supernus Pharmaceuticals (SUPN), Q2 FY2026 filed 2026-08-03 (comparison basis) — SEC EDGAR
- 8-K Filing — Supernus Pharmaceuticals, filed 2026-10-22 (Items 8.01, 9.01) — SEC EDGAR
- 8-K Filing — Supernus Pharmaceuticals, filed 2026-10-26 (Items 1.02, 9.01) — SEC EDGAR
- Earnings release (8-K Item 2.02, ex991earningsrelease.htm) — Supernus Pharmaceuticals, filed 2026-10-29 — SEC EDGAR
- Supernus shreds ADHD stigma with Olympic snowboarder Chloe Kim | Fierce Pharma — fiercepharma.com
- Updated Effective Date: Huron Consulting Group Set to Join S&P SmallCap 600 - Oct 28, 2026 — press.spglobal.com
- Indivior Reports Third Quarter 2026 Financial Results — globenewswire.com
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