ZACKSยท2025-06-17 19:41Core Insights - Supernus Pharmaceuticals (SUPN) has agreed to acquire Sage Therapeutics (SAGE) for $8.50 per share in cash, totaling approximately $561 million, with potential additional value through a contingent value right (CVR) of up to $3.50 per share, bringing the total potential value to $12 per share or around $795 million [1][7] Acquisition Details - The acquisition is expected to close in the third quarter of 2025, pending customary closing conditions [2] - Following the announcement, SAGE's shares increased by 35.4%, with the offer price representing a nearly 32% premium over SAGE's closing price of $9.07 on June 16 [2] - Year-to-date, SAGE shares have risen by 23.4%, contrasting with a 0.8% decline in the industry [4] Strategic Implications - The acquisition will provide SUPN with rights to SAGE's new depression drug, Zurzuvae (zuranolone), which is the first oral treatment approved for adults with postpartum depression (PPD) [5] - Zurzuvae was approved in August 2023 and launched commercially in December 2023 [5] - SAGE and Biogen (BIIB) share profits and losses from Zurzuvae's commercialization in the U.S., while Biogen records product sales in ex-U.S. markets and pays royalties to SAGE [6] Financial Projections - SAGE's collaboration revenues from Zurzuvae were $13.8 million in Q1 2025 and $36.1 million in 2024, with initial uptake exceeding expectations [8] - SUPN anticipates the acquisition to be accretive in 2026 and to enhance its neuroscience-focused portfolio [7][9] Competitive Landscape - Sage Therapeutics previously rejected a takeover offer from Biogen in January 2025, which was deemed to undervalue the company [10] - Biogen had offered $7.22 per share, representing a 30% premium over SAGE's closing price of $5.55 on January 10, 2025 [11] - It can be inferred that Supernus has outbid Biogen to acquire Sage Therapeutics [11]