Supernus Pharmaceuticals to Acquire Sage Therapeutics for $561 Million

Supernus Pharmaceuticals, Inc. (SUPN) entered a merger agreement on June 16, 2025, to acquire Sage Therapeutics, Inc. (SAGE) in a deal valued at $561 million

Deal Configuration:

Under the terms of the agreement, Supernus will commence a tender offer to acquire all outstanding shares of Sage Therapeutics for a purchase price of $8.50 per share in cash plus one non-tradable CVR. 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. $1 per share payable if in any calendar year between closing and the end of 2027, annual net sales of ZURZUVAE allocable to Supernus reach $250 million or more in the U.S.,
2. $1 per share payable if in any calendar year between closing and the end of 2028, annual net sales of ZURZUVAE allocable to Supernus reach $300 million or more in the U.S.,
3. $1 per share payable if in any calendar year between closing and the end of 2030, annual net sales of ZURZUVAE allocable to Supernus reach $375 million or more in the U.S., and
4. $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 (MDD) in Japan by June 30, 2026.

The cash consideration of $8.50 per share represents a premium of 26.87% from the stock’s last close.

Company Profile:

Sage Therapeutics is a biopharmaceutical company focused on developing and commercializing medicines for central nervous system (CNS) disorders, including the only two FDA-approved treatments for postpartum depression.

Supernus Pharmaceuticals is a biopharmaceutical company that develops and commercializes treatments for CNS disorders, with a portfolio that includes approved therapies for ADHD, Parkinson’s disease, epilepsy, and migraine, as well as a pipeline targeting depression and other CNS conditions.

Deal Details and Timeline:

In January, Sage received an unsolicited $7.22 per share bid from Biogen (BIIB). The Board rejected the offer and subsequently initiated a process to explore strategic alternatives. Before the bid announcement, the stock was trading at $5.55.

The deal is expected to close in the third quarter of 2025.

The deal grants Supernus access to ZURZUVAE (zuranolone) capsules for CIV use. It’s the first and only FDA-approved oral medicine for treating postpartum depression in adults. Under an agreement with Biogen, Supernus will earn half of the net U.S. revenue that Biogen makes from ZURZUVAE.

Goldman Sachs served as financial advisor, and Kirkland & Ellis provided legal counsel to Sage Therapeutics. Supernus was advised by Moelis & Co. on financial matters, with legal counsel from Saul Ewing.

Supernus is paying 8.65 times the sales for Sage Therapeutics.

Deal Metrics:

For more in-depth information on this merger and acquisition transaction, please visit the Deal Metrics page here:

Deal Metrics for the acquisition of Sage Therapeutics, Inc. (SAGE) by Supernus Pharmaceuticals, Inc. (SUPN)

The detailed Deal Metrics page for each merger or acquisition includes:

• A spread history chart of the merger from announcement through eventual completion or failure.
• Every event as the merger progresses through the expiration of the HSR period, various regulatory approvals, shareholder votes, etc.
• News and SEC filings.
• A history of deal updates.
• And much more.

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Editor’s Note: Baranjot Kaur contributed to this article