Under the terms announced, Supernus shareholders are slated to receive 1.5401 common shares of Indivior for each Supernus share held. This equity swap leaves Supernus investors with approximately 43.5% of the combined entity, while Indivior stockholders retain a 56.5% majority stake. Ademi LLP’s inquiry focuses on whether the board prioritized the interests of insiders, who stand to gain from specific change-of-control arrangements, over those of the general shareholder base.
Ademi LLP Launches Investigation Into Supernus-Indivior Merger
Milwaukee-based Ademi LLP has opened an investigation into the board of Supernus Pharmaceuticals over potential breaches of fiduciary duty regarding its pending merger with Indivior Pharmaceuticals. The firm is scrutinizing the transaction terms, specifically whether the deal secures a fair valuation for public shareholders amidst restrictive agreement clauses.
The investigation also targets the transaction's structure, which includes penalties for accepting competing bids. By limiting the potential for superior offers, the current agreement may unfairly insulate the deal from market competition. Ademi LLP is currently soliciting input from investors to determine if the board failed to fulfill its legal obligations to maximize shareholder value.
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