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In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes in the Company's risk factors from those disclosed in Part I, Item 1A, of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by Part II, Item 1A, Risk Factors, of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, except that we add the following risk factor:
Risks Related to the Pending Merger with Supernus
The merger is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the merger could have material adverse effects on our business.
The completion of the merger is subject to a number of conditions, including, among other things, the receipt of the Indivior stockholder approval and the Supernus stockholder approval and receipt of certain regulatory approvals, which make the completion and timing of the merger uncertain. The failure to satisfy all of the required conditions could delay the completion of the merger for a significant period of time or prevent it from occurring at all. There can be no assurance that the conditions to the completion of the merger will be satisfied or waived or that the merger will be completed.
If the merger is not completed, we may be materially adversely affected and, without realizing any of the benefits of having completed the merger, will be subject to a number of risks, including the following:
•the market price of our common stock could decline;
•We could owe a substantial termination fee to Supernus party in specified circumstances;
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•time and resources, financial and other, committed by our management to matters relating to the merger could otherwise have been devoted to pursuing other beneficial opportunities;
•we may experience negative reactions from the financial markets or from its customers, suppliers or employees; and
•we will be required to pay its costs relating to the merger, such as legal, accounting, financial advisory and printing fees, whether or not the merger is completed.
In addition, if the merger is not completed, we could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against us to perform its obligations under the merger agreement. Any of these risks could materially and adversely impact our ongoing business, financial condition, financial results and stock price.
Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with delay and uncertainty about completion of the merger and could materially and adversely impact our ongoing business, financial condition, financial results and stock price following the completion of the merger.
The exchange ratio is fixed and will not be adjusted in the event of any change in either Indivior’s or Supernus’s stock price.
Upon completion of the merger, each issued and outstanding share of Supernus common stock will be converted into the right to receive the merger consideration, which is equal to 1.5401 shares of Indivior common stock. This exchange ratio was fixed in the merger agreement and will not be adjusted for changes in the market price of either Indivior common stock or Supernus common stock.
It is impossible to accurately predict the market price of Indivior common stock at the completion of the merger and, therefore, impossible to accurately predict the market value of the shares of Indivior common stock that Supernus stockholders will receive in the merger. The market price for Indivior common stock or Supernus common stock may fluctuate both prior to the completion of the merger and thereafter for a variety of reasons, including, among others, general market and economic conditions, the demand for Indivior’s or Supernus’s products, changes in laws and regulations, other changes in Indivior’s and Supernus’s respective businesses, operations, prospects and financial results of operations, market assessments of the likelihood that the merger will be completed, and the expected timing of the merger. Many of these factors are beyond our control. As a result, the market value represented by the exchange ratio will also vary.
Each party is subject to business uncertainties and contractual restrictions while the merger is pending, which could adversely affect each party’s business and operations.
In connection with the pendency of the merger, it is possible that some customers, suppliers and other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us, as the case may be, as a result of the merger or otherwise, which could negatively affect our revenues, earnings and/or cash flows, as well as the market price of our common stock, regardless of whether the merger is completed.
Under the terms of the merger agreement, each of Indivior and Supernus is subject to certain restrictions on the conduct of its business prior to completing the merger, which may adversely affect our ability to execute certain of its business strategies, including the ability in certain cases to modify or terminate contracts, acquire or dispose of assets, incur indebtedness, pay dividends, incur capital expenditures or settle claims. Such limitations could adversely affect our business and operations prior to the completion of the merger.
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Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger.
Following the merger, the composition of the combined company board of directors will be different than the composition of the current Indivior Board or the current Supernus Board.
Upon completion of the merger, the board of directors of the combined company will consist of eight directors, including four directors designated by Indivior and four directors designated by Supernus. This new composition of the board of directors of the combined company may affect the future decisions of the combined company.
Even if we complete our proposed merger with Supernus, we may fail to realize the anticipated benefits.
No assurance can be given that the anticipated benefits, synergies, growth, profitability, cash flow generation and earnings accretion of the Merger will be realized or, if realized, may be realized more slowly than expected. Further, inherent in transactions such as these are the risks relating to the integration of the two businesses.