Supernus Pharmaceuticals to Acquire Sage Therapeutics in $795M Deal
Supernus Pharmaceuticals has agreed to acquire Sage Therapeutics for up to $795 million, marking a significant development in the central nervous system (CNS) therapeutics landscape. The deal, announced on Monday, comes as a resolution to Sage's recent strategic challenges and outbids a previous unsolicited offer from Biogen.
Deal Structure and Financial Details
Supernus is offering $8.50 per share in cash, totaling $561 million at closing. The agreement also includes a non-tradable contingent value right (CVR) of up to $3.50 per share, potentially adding another $234 million based on specific sales and commercial milestones. This brings the total potential value of the deal to $12 per share or $795 million.
The acquisition is expected to close in the third quarter of this year, subject to customary closing conditions. Sage's shares responded positively to the news, rising 36% in premarket trading to $9.17, although this remains significantly below the stock's peak of over $90 in 2021.
Strategic Implications and Industry Response
The acquisition of Sage Therapeutics represents a strategic move for Supernus to bolster its CNS portfolio. Zurzuvae, Sage's postpartum depression drug developed in partnership with Biogen, is a key asset in the deal. The drug, approved in August 2023 with a limited label, generated $36.1 million in revenue in 2024 and $13.8 million in the first quarter of this year.
Stifel analysts characterized the deal as an "unremarkable outcome for a company that was once one of the hottest stories in CNS." However, they also noted that it provides a "good end" for Sage, which had been facing challenges including limited strategic control over Zurzuvae.
Zurzuvae's Future and CVR Milestones
The success of Zurzuvae will be crucial for Sage shareholders to benefit from the CVR. The agreement outlines specific sales targets that, if met, will trigger additional payments:
- $1 per share if Zurzuvae reaches $250 million in annual sales by 2027
- $1 per share if sales hit $300 million by 2028
- $1 per share if sales reach $375 million by 2030
- An additional $0.50 per share if Zurzuvae gains approval for major depressive disorder (MDD) in Japan and achieves initial commercial sales there
These milestones underscore the potential Supernus sees in Zurzuvae, despite the FDA's decision to limit its indication to postpartum depression rather than the broader MDD market.
References
- Sage’s Story Comes to ‘Good End’ With Up To $795M Acquisition by Supernus
Stifel analysts said the deal “feels like an unremarkable outcome for a company that was once one of the hottest stories in CNS.” Supernus’ offer beats Biogen’s unsolicited bid of about $7.22 per share, which arrived with a thud in late January.
Explore Further
What are the strategic objectives for Supernus Pharmaceuticals in acquiring Sage Therapeutics?
What is the competitive landscape for CNS therapeutics in light of this acquisition?
What is the potential market opportunity for Zurzuvae beyond postpartum depression?
Are there other companies that have shown interest in acquiring CNS-focused biotech firms like Sage Therapeutics?
How do the projected sales milestones impact the contingent value right (CVR) for Sage shareholders?