Indivior Pharmaceuticals Inc (INDV) Earnings

Management highlights

- Merger Overview and Rationale * The proposed all-stock merger of equals combines two highly complementary CNS-focused businesses to create a leading diversified CNS biopharmaceutical company * The combined entity will have 11 marketed medicines across four core therapeutic areas: addiction, ADHD, depression, and Parkinson's disease, with key growth products expected to deliver durable growth into the 2030s * Both companies enter the merger from positions of strength: Supernus has a track record of successful acquisitions/integrations, launched Onabot for Parkinson's after acquiring Sage Therapeutics in 2025, and generates strong free cash flow; Indivior successfully completed its three-phase Action Agenda to accelerate Sublocate growth, simplify operations, and strengthen its balance sheet - Transaction Structure * Under the terms, Supernus shareholders receive 1.5401 shares of Indivior common stock per Supernus share; Indivior will declare an aggregate $1 billion pre-closing dividend to its existing shareholders * At closing, Indivior shareholders will own ~56.5% of the combined company on a fully diluted basis, and Supernus shareholders will own the remaining ~43.5% * The combined board will have 8 total directors (4 from each company), with Indivior's Tony Kingsley as non-executive chairman; Supernus CEO Jack Attar will lead the combined company, which will retain the Supernus name and be headquartered in Rockville * The transaction is expected to close in Q4 2026, pending shareholder and regulatory approvals and customary closing conditions - Synergies and Strategic Priorities * The merger is expected to deliver $125 million in annual cost synergies, primarily from general and administrative redundancies and operational efficiencies, to be realized within 12 months of closing * The combined company will have a stronger balance sheet with greater financial flexibility to pursue organic growth and larger business development opportunities than either company could pursue independently * Three core post-close priorities: 1) Drive growth of the combined commercial portfolio (focused on key growth products Sublocate, Calibri, Zerzuve, and GoCovrian/Onabco); 2) Advance the combined innovative CNS pipeline; 3) Pursue external business development opportunities - Pipeline * The combined company will maintain ongoing R&D investment to complete development of Supernus' existing mid-to-late stage product candidates, and will replenish the pipeline via internal discovery programs and external collaborations

Guidance

- No formal full-year or long-term financial guidance for the combined company was provided beyond the trailing 12-month pro forma financial metrics disclosed - Management reaffirmed that $125 million in annual cost synergies will be achieved within 12 months of closing, consistent with Supernus' historical track record of hitting stated synergy targets - No peak sales guidance was provided for Sublocate, though management emphasized the product has a long, durable growth runway

Segment performance

On a trailing 12-month basis ending June 30, 2026: Supernus had total net revenue of $830 million, with adjusted EBITDA of $150 million (18% adjusted EBITDA margin), $372 million in cash and no debt. Indivior had net revenue of $1.3 billion, adjusted EBITDA of $613 million (46% adjusted EBITDA margin), and net debt of $251 million (0.4x net leverage). Pro forma combined net revenue for the merged entity is approximately $2.2 billion, with pro forma adjusted EBITDA of $888 million (41% margin) including expected $125 million in annual cost synergies, and net debt of $878 million (1.0x net leverage). By revenue contribution for the combined portfolio: Sublocate (Indivior's opioid use disorder treatment) is the largest single contributor at 44% of pro forma combined net revenue. The remaining revenue comes from Supernus' neurology and psychiatry portfolio across ADHD, postpartum depression, and Parkinson's disease.

Risks & headwinds

- Forward-looking statements regarding the merger, expected synergies, and future growth are subject to risks and uncertainties, detailed in the companies' respective SEC filings - The transaction is subject to closing conditions including shareholder approval and regulatory clearance, which carry inherent timing and approval risk - The call notes that unforeseen integration challenges could impact the achievement of projected cost synergies, though management cited Supernus' strong track record of successful integrations to mitigate this risk

Analyst Q&A

• Q: What business development firepower will the combined company have, what therapeutic areas will it target, what is Sublocate's competitive edge, and how comfortable is management with consensus 2027 EBITDA estimates for Indivior? /

  A: BD strategy will remain disciplined and focused primarily on CNS, with a secondary focus on women's health. Management is comfortable leveraging up to 2.5-3x adjusted EBITDA for acquisitions, with higher leverage acceptable for higher-quality, more sustainable cash flow assets. Sublocate is the leading differentiated long-acting injectable for OUD with 76% stable market share and record quarterly new patient starts; management confirms a long growth runway but does not provide peak sales guidance.

• Q: Why does this merger enhance the combined growth profile, and will there be revenue synergies from combining commercial teams? /

  A: The combination creates five diverse growth products across therapeutic areas, and larger financial resources let management maximize each product's growth potential that would not be possible independently. The added BD capacity also lets the company acquire additional products to further boost long-term growth, creating a diversified CNS profile unavailable at either standalone company. Total pro forma shares outstanding post-close will be ~215 million, with pro forma net debt of $878 million.

• Q: What is the durability of Sublocate's exclusivity runway, and are manufacturing or IP barriers to generic entry? /

  A: Sublocate is a complex sterile long-acting injectable requiring an aseptic manufacturing process, which has contributed to no generic paragraph IV filings to date. The product has 12 Orange Book-listed patents expiring between 2031 and 2038, with additional patents stemming from a 2025 label update pending grant that would extend IP to 2042-2044, giving the product a very long durable runway.

• Q: How will the merger support increased Sublocate patient access, and can the two sales forces be combined for cross-selling? /

  A: The OUD market has massive unmet need: only ~2 million of 4-5 million diagnosed U.S. patients receive treatment, with just 10% LAI penetration. The combined company will continue investing in patient education and awareness to drive more patients to seek treatment, which is the largest lever for Sublocate growth. There is minimal physician overlap between the two portfolios, so the combined company will maintain four separate dedicated sales forces for ADHD, Parkinson's, OBGYN, and Sublocate/OUD post-close.