Supernus Pharmaceuticals, Inc. has announced its acquisition of Sage Therapeutics, Inc. through a definitive agreement for $8.50 per share in cash, with an additional non-tradable contingent value right (CVR) collectively worth up to $3.50 per share in cash. The total consideration amounts to up to approximately $795 million or $12.00 per share. This acquisition is expected to accelerate mid* to long-term revenue and cash flow growth for Supernus Pharmaceuticals, Inc.
The acquisition is anticipated to provide several strategic and financial benefits, including the strengthening of the psychiatry portfolio with zurzuvae® (zuranolone) capsules civ, the first and only FDA-approved oral medicine indicated for the treatment of postpartum depression in adults. This aligns with Supernus' focus on acquiring novel value-enhancing and clinically-differentiated medicines to treat central nervous system (CNS) conditions. The collaboration revenue from net sales of zurzuvae was $36.1 million for the full year 2024 and $13.8 million for the first quarter of 2025.
Supernus believes that it is poised for significant future growth, combined with its three other growth products: qelbree®, onapgotm, and gocovri®. The company expects the acquisition to be significantly accretive in 2026, with potential cost synergies of up to $200 million on an annual basis.
Supernus will fund all cash consideration through existing balance sheet cash. The transaction, which has been approved by the boards of directors of both companies, is expected to close in the third quarter of 2025, subject to customary closing conditions, including the receipt of required regulatory approvals and the tender of a majority of the outstanding shares of Sage’s common stock.
Supernus will provide revised full year 2025 financial guidance after the closing of the transaction, and Moelis & Company LLC is acting as the exclusive financial advisor to Supernus. Goldmann Sachs & Co. LLC is serving as the exclusive financial advisor to Sage, with legal counsel provided by Saul Ewing LLP for Supernus and Kirkland & Ellis LLP for Sage.
The acquisition is a significant move for Supernus Pharmaceuticals, Inc. as it aims to further diversify its revenue base and strengthen its presence in neuropsychiatric conditions with an innovative commercial product, zurzuvae® (zuranolone), and a novel CNS discovery platform. This acquisition represents a major step in bolstering the company's future growth and augments its growth profile by adding a significant fourth growth product to its portfolio. Today the company's shares have moved -2.26% to a price of $32.03. For the full picture, make sure to review SUPERNUS PHARMACEUTICALS, INC.'s 8-K report.
