Supernus to merge with Indivior in all-stock deal; Indivior holders to own 56.5%

SUPERNUS PHARMACEUTICALS, INC.

Each Supernus share converts to 1.5401 Indivior shares; fixed exchange ratio, no adjustment for market changes.
Indivior stockholders to own ~56.5% of combined company; Supernus stockholders ~43.5% on fully diluted basis.
Indivior to pay $1B special dividend to its stockholders pre-closing, funded by $650M Citibank term loan.
Combined company renamed Supernus, Inc., trades under SUPN; Jack Khattar CEO, Tim Dec CFO; board split 4-4.
Termination fees: $101M from Supernus, $174M from Indivior under specified circumstances.

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