Supernus to acquire Sage Therapeutics for up to $795 million

ROCKVILLE/CAMBRIDGE - Supernus Pharmaceuticals, Inc. (NASDAQ:SUPN) announced Monday it will acquire Sage Therapeutics, Inc. (NASDAQ:SAGE) in a deal valued at up to $795 million, strengthening its presence in neuropsychiatric treatments. According to InvestingPro data, Sage currently has a market capitalization of approximately $420 million and maintains a strong financial health score of GOOD, with more cash than debt on its balance sheet.

Under the agreement, Supernus will pay $8.50 per share in cash upfront (approximately $561 million), plus one non-tradable contingent value right worth up to an additional $3.50 per share upon achieving certain sales milestones, for a potential total of $12.00 per share. The offer price represents a significant premium to Sage’s current trading price of $6.70, though InvestingPro analysis shows the stock has already gained over 25% in the past six months. For deeper insights into merger valuations and comprehensive financial analysis, investors can access the detailed Pro Research Report available on InvestingPro.

The acquisition will add ZURZUVAE, the first FDA-approved oral medicine for postpartum depression in adults, to Supernus’ portfolio. Through a collaboration with Biogen, Supernus will receive 50% of ZURZUVAE’s U.S. net revenue, which was $36.1 million for full-year 2024 and $13.8 million for Q1 2025. InvestingPro data indicates analysts are anticipating significant sales growth for Sage in the current year, with revenue forecast to increase by 84%.

"This acquisition represents a major step in bolstering our future growth," said Jack Khattar, President and CEO of Supernus Pharmaceuticals. "It augments our growth profile by adding a significant fourth growth product to our portfolio."

The transaction, expected to close in the third quarter of 2025, requires regulatory approvals and tender of a majority of Sage’s outstanding shares. Supernus anticipates cost synergies of up to $200 million annually and expects the acquisition to be significantly accretive in 2026.

The CVR milestones include payments if annual net sales of ZURZUVAE allocable to Supernus reach specified thresholds between $250 million and $375 million in the U.S. through 2030, plus a milestone tied to commercial sales in Japan.

Barry Greene, CEO of Sage Therapeutics, said the deal "maximizes value for shareholders" following a comprehensive strategic review by the company’s board.

Supernus will fund the cash consideration through existing balance sheet cash, according to the press release statement.

In other recent news, Sage Therapeutics reported a net loss of $62.2 million for the first quarter of 2025, with earnings per share (EPS) of -1.01, slightly missing the forecast of -0.99. The company’s revenue reached $14.06 million, falling short of the expected $14.14 million. Despite these misses, Sage Therapeutics showed improvement from the previous quarter, reducing its net loss from $95.8 million in Q4 2024. The company continues to focus on the commercialization of XERZUVEY, the first oral treatment for postpartum depression, which saw a 22% increase in shipments this quarter. Analysts have noted that Sage Therapeutics aims to become cash flow positive with XERZUVEY by the end of 2026. Additionally, the company is progressing its pipeline in neuropsychiatry and neurodevelopmental disorders, with expectations of sharing data from its Phase I study of SAGE-three nineteen by late 2025. Sage Therapeutics has also completed a strategic expansion of its sales force to enhance its market reach, particularly among OBGYNs.

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