Supernus Pharmaceuticals Set to Acquire Sage Therapeutics for $795 Million

ROCKVILLE, Md. and CAMBRIDGE, Mass. — Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) has announced its acquisition of Sage Therapeutics, Inc. (Nasdaq: SAGE) for an estimated total of $795 million. The deal includes a cash purchase of $8.50 per share, totaling about $561 million, plus non-tradable contingent value rights worth up to $3.50 per share, depending on sales milestones for ZURZUVAE, an innovative treatment for postpartum depression.

The acquisition is expected to be finalized in the third quarter of 2025, following regulatory approvals and the tendering of a majority of Sage’s shares. Supernus will benefit from ZURZUVAE, the first FDA-approved oral medication for postpartum depression, which aligns with its strategy to enhance its central nervous system (CNS) product portfolio.

“This acquisition represents a major step in bolstering our future growth,” said Jack Khattar, President and CEO of Supernus Pharmaceuticals. “ZURZUVAE will help us diversify and expand our sources of growth, specifically for CNS conditions, and we look forward to collaborating with Biogen to maximize ZURZUVAE’s revenue.”

Barry Greene, Chief Executive Officer of Sage Therapeutics, expressed confidence in the deal, stating it maximizes value for shareholders following a thorough strategic review by Sage’s Board of Directors. He highlighted the importance of ZURZUVAE in improving the brain health of women facing postpartum depression.

Financially, the acquisition could bring annual cost synergies of as much as $200 million, with significant earnings expected by 2026. Supernus plans to finance this acquisition using its existing cash reserves.

The terms include not only the immediate cash payment but also potential future payments based on ZURZUVAE achieving certain sales milestones between now and 2030. This reflects Supernus’ commitment to optimize its growth through strategic acquisitions that align with its CNS treatment focus.