Supernus Pharmaceuticals to acquire Sage therapeutics for US$795M

USA—Sage Therapeutics has agreed to be acquired by Supernus Pharmaceuticals in a deal valued at up to US$795 million, marking a significant development less than five months after Sage rejected a takeover offer from Biogen.

Under the terms of the agreement, Supernus will pay US$8.50 per share in cash, amounting to an initial US$561 million for all outstanding shares of Sage.

Additionally, there is a contingent value right (CVR) of US$3.50 per share, which depends on achieving certain sales and commercial milestones related to Sage’s flagship product, Zurzuvae (zuranolone). This brings the potential total deal value to US$795 million.

Zurzuvae is notable as the only FDA-approved oral medication for postpartum depression in the United States. It was co-developed by Sage and Biogen.

In 2024, Zurzuvae generated US$36.1 million in sales, with US$13.8 million in revenue reported in the first quarter of 2025.

The acquisition will transfer ownership rights of Zurzuvae to Supernus, giving the company a strong position in the postpartum depression market.

Supernus, based in Maryland, currently markets treatments for neurological conditions including Parkinson’s disease and attention deficit hyperactivity disorder (ADHD).

The addition of Sage’s product portfolio fits well with Supernus’s existing infrastructure and diversifies its offerings in central nervous system (CNS) disorders.

The deal has been approved by the boards of both companies and is expected to close in the third quarter of 2025.

Following the announcement on June 16, Sage’s share price surged by around 26% to US$9.17 at market open, while Supernus shares rose by about 1-3%.

Sage faced significant challenges in recent years, including multiple clinical trial failures and a 55% reduction in its research and development workforce.

These setbacks led the company to focus more on the commercial launch of Zurzuvae rather than pipeline expansion.

The rejected Biogen offer in January 2025 was valued at US$469 million, considerably less than Supernus’s current offer.

Supernus’s CEO Jack Khattar highlighted that the acquisition adds a valuable fourth growth product to their portfolio and aligns with their strategy to acquire innovative, clinically differentiated medicines for CNS conditions.

He emphasized the company’s commitment to building on Zurzuvae’s growth momentum in collaboration with Biogen, aiming to help more women suffering from postpartum depression benefit from this treatment.

Analysts view the deal as a positive outcome for Sage shareholders, noting that the offer includes a premium over Biogen’s earlier bid and reflects the growth potential of Zurzuvae.

The acquisition is expected to enhance Supernus’s revenue growth and cash flow starting in 2026, with potential annual cost savings of up to US$200 million.

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