Supernus acquires Sage Therapeutics for up to $795M ($12/share including CVR)

SUPERNUS PHARMACEUTICALS, INC.

Supernus to acquire Sage via tender offer at $8.50/share cash plus CVR up to $3.50/share, total up to $795M.
CVR milestones tied to Zurzuvae net sales thresholds ($250M–$375M in U.S. by 2027–2030) and Japan approval.
Deal expected to close Q3 2025; funded from Supernus's cash; cost synergies up to $200M annually.
ZURZUVAE (zuranolone) for postpartum depression is the key asset; Supernus records 50% of U.S. net revenue via Biogen collab.
Transaction unanimously approved by both boards; expected to be significantly accretive in 2026.

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