SUPERNUS PHARMACEUTICALS, INC. (SUPN): M&A transaction — Supernus closes Sage acquisition for $8.50/share + up to $3.50 CVR; ~$561M cash, accretive in 2026

SUPERNUS PHARMACEUTICALS, INC.

Total cash consideration ~$561M; 36.3M shares (58%) tendered; merger closed July 31, Sage wholly owned.
CVR milestones: $0.50 for Japan approval of ZURZUVAE by June 2026; $1.00 each for U.S. sales thresholds $250M–$375M.
Acquisition adds ZURZUVAE (postpartum depression) and CNS discovery platform; expected cost synergies up to $200M annually.
Acquisition expected to be accretive to Supernus earnings in 2026; stock delisting of SAGE from Nasdaq.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

SUPERNUS PHARMACEUTICALS, INC. completed an acquisition involving Sage Therapeutics, Inc. for approximately $561 million (closed 2025-07-31).

Action: acquisition
Counterparty: Sage Therapeutics, Inc.
Consideration: approximately $561 million
Closing: 2025-07-31

Exact text from the 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

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SUPERNUS PHARMACEUTICALS, INC. filing history →

Source: SEC EDGAR

accession 0001104659-25-072506

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