Supernus to acquire Sage for $8.50/sh + CVR up to $3.50; total ~$795M

Sage Therapeutics, Inc.

Upfront cash $8.50/share (~$561M) plus CVR worth up to $3.50/share on milestones, total up to $12.00/share.
CVR milestones: $0.50 for Zurzuvae Japan MDD launch by June 30, 2026; $1.00 each for US net sales ≥$250M (2027), ≥$300M (2028), ≥$375M (2030).
Transaction expected to close Q3 2025; tender offer to commence within 12 business days.
Supernus expects cost synergies up to $200M annually; deal significantly accretive in 2026.
Board of Directors unanimously recommends shareholders tender shares; merger under DGCL Section 251(h).

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