Supernus closes Sage acquisition for $8.50/share + up to $3.50 CVR; ~$561M cash, accretive in 2026

This filing

which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration to be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable pursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description of the Merger

Comparable filing

Effective as of 12:01 a.m., Central Time, on June 1, 2026 (the “Effective Time”), the Company completed the Spin-Off through the distribution by FedEx of 80.1% of the outstanding shares of FedEx Freight common stock on a pro rata basis to the holders of FedEx common stock.

This filing

which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration to be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable pursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description of the Merger

Comparable filing

on April 8, 2026, executed a joinder to the Merger Agreement to become a party thereto. Pursuant to the Merger Agreement, Purchaser acquired Fortegra for a purchase price of $1.65 billion in cash (subject to certain adjustments set forth in the Merger Agreement) by means of a merger of Merger Sub with and into Fortegra, with Fortegra surviving the Merger (the “

This filing

which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration to be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable pursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description of the Merger

Comparable filing

of CS Digital (the “Acquisition”) on the same date. Aggregate Consideration. The aggregate consideration payable by the Company under the Purchase Agreement consists of: (i) US$30,000,000 in upfront consideration, payable at closing, comprised of (a) US$14,000,000 in newly issued shares of the Company’s Series D Preferred Stock, par value $1.00 per share (the

This filing

which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration to be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable pursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description of the Merger

Comparable filing

provides that at or after the consummation of the Merger, each holder of outstanding Convertible Notes (a “Holder”) has the right to convert its Convertible Notes solely into $80.70 in cash (without interest) in respect of each share of CSG Common Stock into which the Convertible Notes would have otherwise been convertible in accordance with the applicable

This filing

which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration to be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable pursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description of the Merger

Comparable filing

par value $0.01 per share (“ Company Common Stock ”), issued and outstanding as of immediately prior to the Effective Time was automatically converted into the right to receive $47.00 per share, in cash, without interest thereon (the “ Merger Consideration ”), except for shares of Company Common Stock that were (A)(1) held by the Company as treasury stock; (2)

This filing

which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration to be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable pursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description of the Merger

Comparable filing

in January 2026 and (B) the target performance levels for all other Company PSUs. The aggregate amount to be paid by Purchaser in the Offer and the Merger is approximately $5.3 billion, excluding related fees and expenses and, for the avoidance of doubt, any amounts that may become payable pursuant to the CVRs. Biogen and Purchaser will fund the acquisition of

This filing

which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration to be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable pursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description of the Merger

Comparable filing

excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share

This filing

which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration to be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable pursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description of the Merger

Comparable filing

pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the "Transaction") in exchange for GBP £337.5 million (approximately $452 million)