Sage Therapeutics’ Board has unanimously rejected an unsolicited, nonbinding buyout proposal from partner Biogen and has now initiated a review of strategic alternatives.
Biogen, which already owns 10.2% of Sage through an equity investment made in 2020, proposed to acquire all outstanding shares of Sage for $7.22 per share, for a total value of about $469 million. But the Sage Board says the offer “significantly undervalues Sage” and is not in the best interest of shareholders.
In 2020, Biogen and Sage entered into a $1.5 billion agreement to jointly develop and commercialize two drugs: the now-approved Zurzuvae and SAGE-324, a therapy for essential tremors; the latter collaboration was discontinued in September 2024.
In August 2023, Zurzuvae capsules became the first FDA approved oral drug designed to treat postpartum depression in adults. At the same time, the FDA responded to the larger indication — major depressive disorder — with a Complete Response Letter.
Since then, life hasn’t been easy for the Massachusetts-based biotech. Back in October 2024, Sage revealed a reorg intended to support the ongoing launch of Zurzuvae in postpartum depression. The reorg came with leadership changes, as well as a 33% workforce reduction, which included 55% of the company’s R&D team.
While the Board conducts its review — which could result in a potential strategic transaction, business combination or sale — Sage says it remains focused on establishing Zurzuvae as the standard of care for women with PPD.