Supernus Pharmaceuticals will acquire Sage Therapeutics through a tender offer for $8.50 per share in cash — a deal worth approximately $561 million — picking up Sage’s novel oral postpartum depression medicine.
The deal also includes one non-tradable contingent value right (CVR) collectively worth up to $3.50 per share in cash, for a total consideration of $12.00 per share in cash (or an aggregate of up to approximately $795 million). The CVR is payable to Sage upon achieving certain net sales and commercial milestones.
Key to the deal for Supernus is Sage's marketed drug, Zurzuvae capsules, which became the first FDA approved oral drug designed to treat postpartum depression in adults in August 2023. Zurzuvae was jointly develop and commercialized with Biogen and as such, Supernus will report collaboration revenue that is 50% of total net revenue Biogen records for Zurzuvae in the U.S.
Back in January, Sage’s board unanimously rejected an unsolicited buyout proposal from partner Biogen, initiating 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. The Sage board said the offer “significantly undervalues Sage” and was not in the best interest of shareholders.
The Supernus buyout — which has been approved by the boards of directors of both companies and is expected to close in the third quarter of 2025 — is good news for Sage after a series of setbacks. When Zurzuvae won approval for postpartum depression, the FDA responded to the larger indication — major depressive disorder — with a Complete Response Letter. 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.