Supernus Publishes Cantor's Merger Math: $50.55 To $59.50 A Share, And A Denial Any Of It Was Required
A proxy supplement adds cash, debt and discount-rate inputs behind Cantor's Supernus and Indivior valuations after two New York lawsuits.
Supernus and Indivior added detail on how their financial advisor valued the merger, in a proxy supplement filed Tuesday after stockholders filed two complaints in New York state court. Both companies say no extra disclosure was ever required.
What the supplement says
The filing says Supernus received demand letters from purported stockholders and then faced two complaints in the Supreme Court of the State of New York, County of New York. They allege the joint proxy statement filed September 11, 2026 has disclosure gaps. Supernus denies every allegation.
The companies chose to add the material voluntarily. Their stated aim is to eliminate the burden and expense of litigation, moot the claims and avoid the risk that the suits delay the merger. The filing adds that nothing in it admits liability, and that Supernus and Indivior "specifically deny that any additional disclosure is or was required."
The deal has Artemis Merger Sub merging into Supernus, which survives as a wholly owned subsidiary of Indivior.
The valuation inputs now on the page
Cantor Fitzgerald, Supernus's financial advisor, ran discounted cash flow analyses on both companies. The supplement gives these results and inputs:
- Supernus: an implied reference range of $50.55 to $59.50 per share, using discount rates of 9.5% to 11.5%.
- Indivior: a dividend-adjusted range of $24.20 to $43.90 per share, using discount rates of 8.0% to 10.0% and after subtracting the $1 billion Special Dividend.
- Balance sheets: about $372 million of cash and no debt for Supernus; about $249 million of cash and about $500 million of debt for Indivior. Supernus management supplied the figures and approved Cantor's use of them.
For both companies, terminal growth after December 31, 2040 ran from negative 10.0% to positive 3.0%. Share counts were set as of July 28, 2026, using the treasury stock method. Diluted Supernus shares were about 61.0 million to 61.7 million in the cash flow analysis, and Indivior's were about 124.0 million to 139.3 million.
The supplement also restates the cash, debt and share-count steps in the selected-companies, contribution and precedent-transactions analyses.
What it changes for holders
The valuation conclusions are not altered. What changes is that holders can now see the cash, debt and discount-rate assumptions behind them before voting.
Supernus shares closed at $42.76 on Monday (market data), below the low end of Cantor's range for the company.
What to watch
Supernus stockholders vote at a special meeting on October 15, 2026. The supplement is meant to clear the disclosure claims before then.
The filing says the supplement supersedes the original proxy wherever the two differ.
Sources
- Supernus Pharmaceuticals — DEFA14A (2026-10-06) — SEC EDGAR
- SUPERNUS PHARMACEUTICALS, INC. v. AUROBINDO PHARMA LIMITED et al — law360.com
- SUPERNUS PHARMACEUTICALS, INC. v. ASCENT PHARMACEUTICALS, INC. et al — law360.com
