SUPERNUS PHARMACEUTICALS, INC.

DEFM14A 1 tm2625197-1_defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ​ ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ​ ☒ Definitive Proxy Statement ​ ☐ Definitive Additional Materials ​ ☐ Soliciting Material Pursuant to §240.14a-12 ​ Supernus Pharmaceuticals, Inc. ​ (Name of Registrant as Specified In Its Charter) ​ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) ​ Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ​ ☐ Fee paid previously with preliminary materials. ​ ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. ​ TABLE OF CONTENTS ​ ​ ​ ​ JOINT LETTER TO STOCKHOLDERS OF INDIVIOR PHARMACEUTICALS, INC. AND SUPERNUS PHARMACEUTICALS, INC. Dear Stockholders of Indivior Pharmaceuticals, Inc. and Stockholders of Supernus Pharmaceuticals, Inc.: As previously announced, on August 1, 2026, Indivior Pharmaceuticals, Inc. (“Indivior”), Supernus Pharmaceuticals, Inc. (“Supernus Pharmaceuticals” or “Supernus”) and Artemis Merger Sub Inc., a wholly owned subsidiary of Indivior (“Merger Sub”), entered into an Agreement and Plan of Merger (and as amended from time to time, the “Merger Agreement”), pursuant to which, subject to approval of Indivior stockholders and Supernus stockholders and the satisfaction or (to the extent permitted by law) waiver of other specified closing conditions, the Indivior and Supernus businesses will combine in an all-stock merger of equals. Shares of Supernus’ common stock, $0.001 par value per share (“Supernus Shares”) are currently listed on the Nasdaq Global Market under the symbol “SUPN” and shares of Indivior’s common stock, $0.001 par value per share (“Indivior Shares”) are currently listed on Nasdaq Global Select Market under the symbol “INDV.” Following the Merger, Indivior’s name will be changed to Supernus, Inc. and Indivior Shares (which will be the shares of the combined company) will be traded on the Nasdaq Global Select Market under Supernus’ current ticker symbol, “SUPN.” At the effective time of the Merger (the “Effective Time”) Merger Sub will merge with and into Supernus, with Supernus continuing as the surviving corporation and a wholly owned subsidiary of Indivior (the “Merger”). At the Effective Time and as a result of the Merger, each share of common stock of Supernus, $0.001 par value per share (“Supernus Share”), issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive 1.5401 Indivior Shares (the “Exchange Ratio”) and cash in lieu of fractional shares. This Exchange Ratio will not be adjusted for changes in the market price of either Supernus Shares or Indivior Shares between the date of signing of the Merger Agreement and consummation of the Merger. Because the share price of Indivior Shares will fluctuate between the date of signing and the completion of the Merger, and because the Exchange Ratio is fixed and will not be adjusted to reflect changes in the share price of Indivior Shares or Supernus Shares, the value of the Indivior Shares received by Supernus stockholders in the Merger may differ from the historical share price on the date of signing of the Merger Agreement or the date of the joint proxy statement/prospectus. We urge you to obtain current share price quotations for Indivior Shares and Supernus Shares. Prior to the Effective Time and subject to the terms and conditions of the Merger Agreement, the Indivior board of directors (the “Indivior Board”) will declare a special per share cash dividend to be $1,000,000,000 in the aggregate (the “Special Dividend”), which will be payable to (i) holders of record of the issued and outstanding Indivior Shares as of a record date prior to the Effective Time (the “Special Dividend Record Date”) and (ii) holders of certain Indivior equity awards outstanding as of the Special Dividend Record Date with respect to the Indivior Shares underlying such Indivior equity award, with such Special Dividend to be paid following the Effective Time. The ex-dividend date in respect of such Special Dividend will be determined by Nasdaq. Indivior stockholders of record who continue to hold their eligible Indivior Shares until market open on the ex-dividend date will be entitled to payment of the Special Dividend. Immediately following the Effective Time, based on the number of Supernus Shares outstanding and reserved for issuance, Supernus stockholders are expected to own approximately 43.5% of the combined company (the “Combined Company”) on a fully diluted basis, and Indivior stockholders are expected to own approximately 56.5% of the Combined Company on a fully diluted basis. To obtain the approvals of the Supernus stockholders and the Indivior stockholders required in connection with the Merger, Supernus will hold a special meeting of its stockholders (the “Supernus Special Meeting”) and Indivior will hold a special meeting of its stockholders (the “Indivior Special Meeting”). In connection with the execution of the Merger Agreement, (i) the directors and officers of Indivior, in their capacity as stockholders of Indivior, entered into voting agreements with Supernus (the “Indivior Voting Agreements”) and (ii) the directors and officers of Supernus, in their capacity as stockholders of Supernus, entered into voting agreements with Indivior (the “Supernus Voting Agreements” and together with the Indivior Voting Agreements, the “Voting Agreements”), in each case, agreeing to vote in favor of the transactions contemplated by the Merger Agreement. At the Supernus Special Meeting, Supernus stockholders will be asked to consider and vote on, among other things, a proposal to adopt the Merger Agreement (the “Supernus Merger Proposal”). TABLE OF CONTENTS At the Indivior Special Meeting, Indivior stockholders will be asked to consider and vote on, among other things, the issuance of Indivior Shares in connection with the Merger as contemplated by the Merger Agreement (the “Indivior Share Issuance”), including for purposes of complying with the applicable provisions of Nasdaq Rule 5635 (the “Indivior Share Issuance Proposal”). We cannot consummate the Merger unless the stockholders of Supernus approve the Supernus Merger Proposal and the stockholders of Indivior approve the Indivior Share Issuance Proposal, each as described in the accompanying joint proxy statement/prospectus. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend either the Supernus Special Meeting or the Indivior Special Meeting, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Supernus Special Meeting or Indivior Special Meeting, as applicable. The Supernus board of directors (the “Supernus Board”) has unanimously (i) approved and declared advisable the Merger Agreement, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (ii) determined that the Merger Agreement, the Supernus Voting Agreements and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of Supernus and its stockholders, (iii) recommended that Supernus stockholders vote “FOR” the Supernus Merger Proposal and “FOR” each of the other proposals to be considered at the Supernus Special Meeting and described in the accompanying joint proxy statement/prospectus and (iv) directed that the Merger Agreement be submitted to the Supernus stockholders for adoption. The Indivior Board has unanimously (i) approved and declared advisable the Merger Agreement and the transactions co