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ROCKVILLE, Md. - Supernus Pharmaceuticals Inc. (NASDAQ:SUPN), a $2.1 billion market cap biopharmaceutical company with an impressive 88% gross profit margin, announced Monday that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its proposed acquisition of Sage Therapeutics Inc. (NASDAQ:SAGE) has expired, satisfying a key condition for the transaction. According to InvestingPro analysis, Supernus maintains a "GREAT" financial health score, positioning it well for this strategic acquisition.
The waiting period ended at 11:59 p.m. Eastern Time on July 25, clearing a regulatory hurdle for the deal announced on June 13. The tender offer, which began on July 2, remains subject to other conditions outlined in the offer documents. With a strong current ratio of 2.44 and minimal debt-to-equity of just 0.03, Supernus appears well-positioned to execute this transaction.
Under the agreement, Supernus is offering Sage shareholders $8.50 per share in cash, plus one contingent value right (CVR) that could provide up to an additional $3.50 per share if certain milestones are met. The CVR payments are tied to specific achievements, including regulatory approval in Japan, and sales targets for ZURZUVAE in the United States.
The tender offer and withdrawal rights will expire one minute after 11:59 p.m. Eastern Time on July 30, unless extended or terminated earlier. Following completion of the tender offer, Supernus plans to acquire the remaining Sage shares through a merger without a stockholder vote, as permitted under Delaware law.
Upon completion, Sage will become a wholly owned subsidiary of Supernus, and Sage shares will be delisted from the NASDAQ Global Market.
Moelis & Company LLC is serving as financial advisor to Supernus, while Goldman Sachs & Co. LLC is advising Sage on the transaction.
Supernus is a biopharmaceutical company focused on central nervous system diseases, with treatments for conditions including ADHD, Parkinson’s disease, epilepsy, and migraine. The company has demonstrated solid performance with annual revenue of $668 million and is currently considered undervalued according to InvestingPro Fair Value metrics. Investors can access detailed analysis and 12+ additional ProTips about Supernus through InvestingPro’s comprehensive research reports, available for over 1,400 US stocks.
This article is based on a press release statement from Supernus Pharmaceuticals.
In other recent news, Supernus Pharmaceuticals has announced its acquisition of Sage Therapeutics in an all-cash transaction valued at up to $795 million. This deal includes a payment of $8.50 per share with contingent value rights that could increase the total value to $12.00 per share. The acquisition will enable Supernus to access ZURZUVAE, the only FDA-approved oral treatment for postpartum depression, which affects approximately 12.5% of women annually in the United States. Despite this strategic move, Supernus’s first-quarter 2025 earnings report showed a net loss per share of $0.21, missing analyst expectations of $0.37 per share. However, the company reported revenue of $149.8 million, slightly surpassing the forecasted $146.9 million. Analyst firms Piper Sandler and Cantor Fitzgerald have both reiterated their Neutral ratings on Supernus stock, maintaining a price target of $36.00. Piper Sandler noted the acquisition as a diversification beyond Supernus’s existing Qelbree product. Meanwhile, Sage Therapeutics shares saw a significant increase, climbing 36% in premarket trading following the acquisition announcement.
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