Globenewswireยท2025-06-16 11:00Core Viewpoint - Supernus Pharmaceuticals is acquiring Sage Therapeutics for $8.50 per share in cash, totaling approximately $561 million, with additional contingent value rights (CVR) potentially increasing the total consideration to $12.00 per share, or about $795 million, contingent on achieving specific sales milestones for ZURZUVAE [1][5][8] Strategic and Financial Benefits - The acquisition is expected to enhance Supernus' revenue and cash flow growth while diversifying its revenue base [5][6] - ZURZUVAE, the first FDA-approved oral treatment for postpartum depression, will strengthen Supernus' portfolio in neuropsychiatric conditions [2][6] - The deal is projected to be significantly accretive in 2026, with potential annual cost synergies of up to $200 million [5][15] Revenue and Collaboration - Supernus will receive collaboration revenue equal to 50% of the net revenue recorded by Biogen for ZURZUVAE in the U.S., which amounted to $36.1 million in 2024 and $13.8 million in Q1 2025 [2][6] - The acquisition adds a fourth growth product to Supernus' portfolio, which includes Qelbree, ONAPGO, and GOCOVRI, positioning the company for significant future growth [3][6] Terms and Financing - The acquisition will be funded through existing cash on Supernus' balance sheet, with a total upfront cash payment of $8.50 per share and a CVR worth up to $3.50 per share [7][8] - The CVR is contingent on ZURZUVAE achieving specific sales milestones, including reaching $250 million, $300 million, and $375 million in annual net sales in the U.S. by specified years [8] Approvals and Timing - The transaction has been approved by the boards of both companies and is expected to close in Q3 2025, subject to customary closing conditions [9][10] - Following the tender offer, Supernus will acquire any remaining shares of Sage through a second-step merger [9] Advisors - Moelis & Company LLC is the exclusive financial advisor to Supernus, while Goldman Sachs & Co. LLC is advising Sage [11]