Supernus Pharmaceuticals (SUPN) and Sage Therapeutics (SAGE) announced a definitive agreement for Supernus to acquire Sage through a tender offer for $8.50 per share in cash, or an aggregate of approximately $561 million, payable at closing, plus one non-tradable contingent value right collectively worth up to $3.50 per share in cash, or an aggregate of approximately $234 million, for total consideration of $12.00 per share in cash, or an aggregate of up to approximately $795 million. The CVR is payable upon achieving certain net sales and commercial milestones.
Supernus Pharmaceuticals said the transaction will provide it with ZURZUVAE capsules CIV, the first and only FDA-approved oral medicine indicated for the treatment of adults with postpartum depression. Through a collaboration agreement with Biogen, Supernus will report collaboration revenue that is 50% of total net revenue Biogen records for ZURZUVAE in the U.S.
Supernus will provide revised full year 2025 financial guidance after the closing of the transaction, which is expected in the third quarter of 2025. The company expects the acquisition to be significantly accretive in 2026.
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