Supernus Pharmaceuticals, Inc. ( SUPN ) on Monday agreed to acquire Sage Therapeutics, Inc. ( SAGE ) for $12.00 per share in cash, or an aggregate of up to approximately $795 million.

The deal consideration includes $8.50 per share in cash (or an aggregate of approximately $561 million) plus one non-tradable contingent value right (CVR) collectively worth up to $3.50 per share in cash (or an aggregate of approximately $234 million).

The CVR is payable upon achieving certain net sales and commercial milestones. The transaction is expected to close in the third quarter of 2025.

Also Read: Supernus Pharmaceuticals Stock Falls On Disappointing Data From Treatment-Resistant Depression Trial

Strategic and Financial Benefits

The acquisition significantly strengthens Supernus Pharmaceuticals’ psychiatry portfolio by adding Zurzuvae (zuranolone) capsules CIV, a landmark drug that stands as the first and only oral medicine approved by the FDA for treating postpartum depression in adults.

This strategic addition is set to diversify and substantially increase Supernus Pharmaceuticals’ revenue base and cash flow. The financial impact is already evident from the collaboration revenue derived from Zurzuvae’s net sales, which, representing 50% of the net revenue recorded by Biogen Inc. ( BIIB ) , amounted to $36.1 million for the full year 2024 and $13.8 million in the first quarter of 2025 alone.

Supernus believes that with Zurzuvae joining its three other key growth products, Qelbree, ONAPGO, and GOCOVRI, the company is poised for significant future growth.

Beyond the immediate commercial benefits, the deal also augments Supernus Pharmaceuticals’ central nervous system (CNS) discovery platforms and deepens its expertise in the field.

Furthermore, the strong integration potential with Supernus Pharmaceuticals’ existing infrastructure is expected to yield substantial operational efficiencies, with projected annual cost synergies of up to $200 million.

“This acquisition represents a major step in bolstering our future growth. It augments our growth profile by adding a significant fourth growth product to our portfolio and further diversifies our sources of future growth. Zurzuvae aligns with our focus of acquiring novel value-enhancing and clinically differentiated medicines to treat CNS conditions,” said Jack Khattar, president and CEO of Supernus Pharmaceuticals ( SUPN ).

In a significant development preceding the acquisition by Supernus Pharmaceuticals ( SUPN ), Biogen Inc. ( BIIB ) had made an unsolicited, non-binding proposal to acquire all of the outstanding shares of Sage Therapeutics ( SAGE ) that it did not already own. The offer was made on January 10, 2025, for a price of $7.22 per share.

In October 2024, Sage Therapeutics ( SAGE ) announced a strategic reorganization of its business operations to support the ongoing launch of Zurzuvae (zuranolone) in postpartum depression.

The company said the reorganization was intended to strengthen Sage’s balance sheet, extend its cash runway, and position the company for long-term growth potential.

The company’s layoff impacted over 165 employees (approximately 33% of its total workforce and approximately 55% of its R&D workforce), including changes to the leadership team.

In September 2024, Biogen terminated its rights under the collaboration and license agreement with Sage, which was specific to the SAGE-324 program.

Price Action: SAGE stock was trading higher by 36.3% to $9.13 at last check Monday.

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