Supernus Pharmaceuticals Completes Acquisition of Sage Therapeutics
ROCKVILLE, Md., July 31, 2025 (GLOBE NEWSWIRE) -- Supernus Pharmaceuticals, Inc. (NASDAQ:SUPN) ("Supernus") today announced that it has successfully completed its previously announced acquisition of Sage Therapeutics, Inc. (NASDAQ:SAGE) ("Sage").
"Sage is an ideal fit in our corporate development strategy, adding a significant fourth growth product to our portfolio and further diversifying our sources of future revenue," said Jack Khattar, President and CEO of Supernus Pharmaceuticals. "With our proven track record of strong commercial execution along with the expected cost synergies, the acquisition is expected to be accretive in 2026."
Compelling Strategic Rationale
Strengthens psychiatry portfolio with ZURZUVAE® (zuranolone) capsules CIV, the first and only FDA-approved oral medicine indicated for the treatment of postpartum depression in adults.
Diversifies and increases revenue base and cash flow:
Addition of collaboration revenue from net sales of ZURZUVAE (50% of total net revenue Biogen, Inc. records for ZURZUVAE in the U.S. pursuant to a collaboration agreement), and
Combined with its three other growth products (Qelbree®, ONAPGO™, and GOCOVRI®), Supernus believes it is poised for significant future growth.
Augments Supernus central nervous system discovery platforms and expertise.
Strong fit with existing Supernus infrastructure is expected to result in cost synergies of up to $200 million on an annual basis.
The acquisition is expected to be accretive in 2026.
The Offer and the Merger
The Offer and withdrawal rights for all outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of Sage in exchange for (i) $8.50 per Share, net to the seller in cash, subject to any withholding of taxes and without interest (the "Closing Amount"), plus (ii) one non-transferable and non-tradable contingent value right per Share (a "CVR"), which represents the right to receive up to $3.50 per Share upon the satisfaction of specified milestones (as described further in the Offer to Purchase), net to the seller in cash, without interest and subject to any withholding of taxes, pursuant to the CVR Agreement (the Closing Amount plus one CVR collectively, the "Offer Price"), expired as scheduled at one minute following 11:59 p.m., New York time, on July 30, 2025 (the "Expiration Time").
Each CVR paid to Sage stockholders represents a non-transferable and non-tradable contractual contingent right to receive a cash payment of up to $3.50, net to the seller in cash, subject to any withholding of taxes and without interest, upon the achievement of certain milestones in accordance with the terms of the Contingent Value Rights Agreement entered into between Supernus and Equiniti Trust Company, LLC as rights agent, (the "CVR Agreement").
One milestone payment of $0.50 per CVR, net to the seller in cash, subject to any withholding of taxes and without interest, is payable (subject to certain terms and conditions) upon the first commercial sale after Regulatory Approval (as defined in the CVR Agreement) in Japan to a third-party customer of the pharmaceutical product that is marketed in the United States under the name ZURZUVAE and is the subject of the current ...
