SAGE to be Acquired by Supernus Pharmaceuticals in $795 Million Deal
Sage Therapeutics SAGE announced that Supernus Pharmaceuticals SUPN has agreed to acquire SAGE through a tender offer of $8.50 per share in cash, totaling around $561 million. Additionally, shareholders will receive a non-tradable contingent value right (CVR) worth up to $3.50 per share, bringing the total potential value of the deal to $12 per share in cash, or approximately $795 million. The CVR will be paid if certain sales and commercial milestones are met.
The transaction is expected to be closed in the third quarter of 2025, subject to customary closing conditions.
Shares of Sage Therapeutics rose 35.4% on Monday following the announcement of the deal with SUPN. The offer price represented a premium of almost 32% on Sage Therapeutics' closing price of $9.07 on June 16.
Year to date, shares of SAGE have rallied 23.4% against the industry's decline of 0.8%.
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The potential acquisition would provide SUPN rights to SAGE's new depression drug, Zurzuvae (zuranolone), the first and only oral treatment indicated for adults with postpartum depression (PPD). The drug was approved in August 2023 and commercially launched in December 2023.
SAGE markets Zurzuvae in partnership with drug giant Biogen BIIB.
Sage Therapeutics and Biogen equally share profits and losses for the commercialization of Zurzuvae in the United States. In ex-U.S. markets, Biogen records product sales (excluding Japan, Taiwan and South Korea, where Shionogi holds the rights) and pays royalties to SAGE.
Following the latest turn of events, Supernus will recognize collaboration revenues that are 50% of Biogen's U.S. net sales of Zurzuvae.
SAGE's collaboration revenues from the sale of Zurzuvae were $13.8 million in the first quarter of 2025 and $36.1 million in 2024. The initial uptake of Zurzuvae has exceeded expectations.
The acquisition of Sage Therapeutics is likely to complement Supernus' diverse neuroscience portfolio, which includes approved treatments for attention-deficit hyperactivity disorder, dyskinesia in Parkinson's disease, epilepsy and other central nervous system disorders.
SUPN expects the deal to be significantly accretive in 2026 and to further diversify its revenue base.
Sage Therapeutics previously rejected a takeover proposal from Biogen to acquire the remaining shares of SAGE in January 2025.
Per Sage Therapeutics, the offer significantly undervalued the company and was not in the best interest of shareholders.
Biogen made an acquisition offer to buy the remaining shares of SAGE that it did not already own for $7.22 per share in January. The offer price represented a premium of 30% on Sage Therapeutics' closing price of $5.55 on Jan. 10.
Per a SEC filing by the company, Biogen owns a 10.2% stake in SAGE.
It can be inferred that Supernus has outbid Biogen to acquire Sage Therapeutics.
Sage Therapeutics currently carries a Zacks Rank #3 (Hold). You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here.
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This article originally published on Zacks Investment Research (zacks.com).
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