Supernus Pharmaceuticals, Inc. 2026 Q2 Earnings Call

Please go ahead. Morning, everyone, thank you for joining us to discuss the proposed merger of Supernus Pharmaceuticals and Indivior Pharmaceuticals.

A press release announcing the proposed merger was issued earlier this morning. Additionally, this morning, both companies separately reported financial results for the three- and six-month periods ending June 30, 2026. As a result of the transaction announcement, Supernus and Indivior are hosting this joint conference call in lieu of their previously scheduled second quarter 2026 earning calls. Note that today's conference call will focus on the transaction. Before we begin, I'd like to remind everyone that today's discussion regarding Supernus and Indivior includes forward-looking statements, including expectations regarding the proposed transaction. These statements are subject to risks and uncertainties, we encourage you to review the related SEC filings for more detail.

For the benefit of those of you who may be listening to the replay, this call is being held and recorded on August 3, 2026. Since then, the company may have made additional announcements related to the topics discussed. Now let's turn to slide four. I'm joined on the call today by Jack Khattar, President and Chief Executive Officer at Supernus, Joe Ciaffoni, Chief Executive Officer of Indivior, and Tim Dec, Chief Financial Officer of Supernus. Ryan Fredrick, Chief Financial Officer of Indivior, is also available for Q&A. I will now turn the call over to Jack Khattar, President and Chief Executive Officer of Supernus.

Thank you, Peter. Good morning, everyone, thanks for taking the time to join us on today's call. Let's start with the big picture on slide five. This transaction creates a CNS leader through the combination of two highly complementary businesses. The combined commercial portfolios will total 11 medicines with key growth products anticipated to grow well into the 2030s. The merger provides for four key commercial therapeutic areas in addiction, ADHD, depression, and Parkinson's disease. It also accelerates profitability and cash flow generation with expected annual cost synergies of $125 million, which we expect to realize within the first 12 months following the merger. Our respective teams have spent a great deal of time together identifying and validating these synergies. These synergies are primarily general and administrative redundancies and operational efficiencies that should materialize after the two companies come together.

The merger also gives us a strong balance sheet, which enhances our flexibility to pursue future business development and other growth opportunities. Put simply, this combination creates a CNS leader with a diversified portfolio of commercial products, a differentiated and innovative CNS pipeline, and significant financial resources to accelerate growth opportunities. I would now like to turn it over to Joe Ciaffoni, who will provide his perspective on the transaction. Before I do that, I'll take a moment to recognize the dedicated employees of both Supernus and Indivior, whose commitment and focus have made today's milestone possible.

Joe? Thanks, Jack, good morning, everyone.

I'm excited to be here with the Supernus team to announce the creation of a new leading diversified CNS biopharmaceutical company with significant scale. Bringing our two organizations together is intended to deliver greater value to the patients, healthcare communities, and shareholders we serve. We are excited by the potential of combining our two complementary organizations, importantly, we have a shared vision of improving the lives of people living with CNS and behavioral health diseases. For Indivior shareholders, our execution against the Indivior Action Agenda has dramatically strengthened the company by accelerating top-line growth through strong commercial execution and sustained investment in SUBLOCADE accelerated the bottom line at an even faster rate by focusing and simplifying the organization. We are pleased that Indivior shareholders will have the opportunity to participate in the upside we see from this combination under Jack's leadership.

The combined company creates a leading CNS-focused biopharmaceutical company that generates over $2 billion in net revenue, comprised of meaningfully differentiated and durable commercial growth drivers, along with an innovative pipeline. We expect the combined company to realize significant cost synergy, which will create meaningful value for shareholders. As a merger of equals, we are able to preserve balance sheet strength that strongly positions the new company to execute on business development opportunities at a level that neither company could contemplate today on their own. I am optimistic about the future of Supernus, I am confident that this combination will mark a new phase of growth and value creation. Upon closing of the transaction, all three phases of the Indivior Action Agenda will have been successfully completed.

In closing, I want to thank the Indivior team for their contributions to our progress, most importantly, for their commitment to making a positive difference in the lives of people living with opioid use disorder in the communities we serve. Supernus's strength gives us an even greater ability to make a positive difference moving forward. I'll now turn the call back over to Jack.

Thanks, Joe. Let me provide some further detail. Let's turn to slide six. We have structured this merger as an all-stock, tax-free merger of equals, which we believe capitalizes on the strengths of both companies and presents the best value creation opportunities for both sets of shareholders. Under the terms of the agreement, Supernus shareholders will receive 1.5401 shares of Indivior common stock for each share of Supernus they own. In addition, prior to closing, Indivior will declare a dividend of $1 billion in the aggregate to pre-closing Indivior stockholders. Taking the cash distribution and exchange ratio together, we expect Indivior shareholders to own approximately 56.5% of the combined company at closing, with Supernus shareholders owning the remaining approximately 43.5% on a fully diluted basis.

Our combined board will include four directors from Supernus, including myself, and four directors from Indivior, including Tony Kingsley, who will serve as non-executive chairman. Following the close, I will serve as chief executive officer of the combined company with the support of an expanded current Supernus management team. The combined company will keep the Supernus name and will be headquartered in Rockville, Maryland. We expect the transaction to close in the fourth quarter of 2026, subject to the approval of both company shareholders and certain regulatory approvals and customary closing conditions. Turning now to slide seven. Here we lay out what that combined portfolio will look like. As of June 30, 2026, on a trailing 12-months basis, the combined company had approximately $2.2 billion of pro forma net revenue across four key therapeutic areas.

Indivior brings the leading treatment for opioid use disorder, SUBLOCADE, buprenorphine extended release injection, and SUBOXONE sublingual film, also for opioid use disorder. By revenue contribution, SUBLOCADE will be the largest single contributor at approximately 44% of pro forma combined net revenue. Rounding out the portfolio are Supernus neurology and psychiatry products, anchored by its four growth products, Qelbree for ADHD, ZURZUVAE for postpartum depression, and GOCOVRI and ONAPGO for Parkinson's disease. Slide eight speaks to why now. Both organizations are combining from a position of strength and demonstrated progress. Supernus' strategic focus has been expanding its portfolio through growth of its current commercial products, business development, and advancement of its mid to late-stage CNS pipeline of novel assets. As such, has developed a successful track record of acquiring and integrating businesses.

Against that focus, Supernus has strengthened its presence in neuropsychiatry through the acquisition of Sage Therapeutics in 2025, secured FDA approval and launched ONAPGO for Parkinson's disease, and is generating significant free cash flow. Indivior's strategic focus has been implementing its three-phase Indivior Action Agenda to grow SUBLOCADE, simplify the business, and strengthen its financial position. It has become a leader in developing and commercializing treatments to help people achieve long-term recovery from opioid use disorder. Indivior has accelerated SUBLOCADE growth through improved commercial execution and its direct-to-consumer campaign, simplifying the business to reduce operating expenses and generated significant operating leverage. Together, we believe the combined organization is well prepared to drive the next phase of value creation. Before I hand it to Tim, let me touch on our pipeline on slide nine.