Supernus to acquire Sage Therapeutics for $8.50 per share in cash plus CVR

Supernus Pharmaceuticals, (SUPN) and Sage Therapeutics (SAGE) announced a definitive agreement for Supernus to acquire Sage through a tender offer for $8.50 per share in cash, payable at closing, plus one non-tradable contingent value right collectively worth up to $3.50 per share in cash, for total consideration of $12.00 per share in cash. The CVR is payable upon achieving certain net sales and commercial milestones. The transaction is expected to close in the third quarter of 2025. The transaction will provide Supernus with an innovative marketed product: ZURZUVAE capsules CIV, the first and only U.S. Food and Drug Administration-approved oral medicine indicated for the treatment of adults with postpartum depression. Through a collaboration agreement with Biogen (BIIB), Supernus will report collaboration revenue that is 50% of total net revenue Biogen records for ZURZUVAE in the U.S. Under the terms of the agreement, Supernus will commence a tender offer to acquire all outstanding shares of Sage Therapeutics, Inc. for a purchase price of $8.50 per share in cash payable at closing plus one non-tradable CVR. All cash consideration will be funded through existing balance sheet cash. The CVR entitles Sage stockholders to receive up to an additional $3.50 per share payable upon ZURZUVAE achieving certain sales and commercial milestones within certain specified periods. These milestones include $1.00 per share payable if in any calendar year between closing and end of 2027, annual net sales of ZURZUVAE allocable to Supernus reach $250M or more in the U.S., $1.00 per share payable if in any calendar year between closing and end of 2028, annual net sales of ZURZUVAE allocable to Supernus reach $300 million or more in the U.S., $1.00 per share payable if in any calendar year between closing and end of 2030, annual net sales of ZURZUVAE allocable to Supernus reach $375M or more in the U.S., and $0.50 per share at first commercial sale in Japan to a third-party customer after regulatory approval for ZURZUVAE for the treatment of major depressive disorder in Japan by June 30, 2026. The transaction, which has been approved by the boards of directors of both companies, is expected to close in the third quarter of 2025, subject to customary closing conditions, including receipt of required regulatory approvals and the tender of a majority of the outstanding shares of Sage’s common stock. Following the successful closing of the tender offer, Supernus will acquire any shares of Sage that are not tendered in the tender offer through a second-step merger at the same consideration as paid in the tender offer. Full Year Financial Guidance Supernus will provide revised full year 2025 financial guidance after the closing of the transaction, which is expected in the third quarter of 2025.