Supernus Pharmaceuticals is set to acquire Sage Therapeutics in a deal worth up to $795m in a bid to enhance its neuropsychiatry product portfolio.
Both firms are currently listed on Nasdaq.
As per the definitive agreement, Supernus will acquire Sage through a tender offer at $8.5 per share in cash, totalling approximately $561m. Additionally, Sage’s shareholders will receive a non-tradable contingent value right (CVR) worth up to $3.5 per share, depending on certain sales and commercial milestones.
Supernus specialises in developing and marketing products for central nervous system (CNS) disorders, with treatments encompassing attention-deficit hyperactivity disorder (ADHD), Parkinson’s disease, epilepsy, and other related conditions.
The acquisition will enable Supernus to incorporate ZURZUVAE (zuranolone) capsules—a US Food and Drug Administration (FDA)-approved oral treatment for postpartum depression—into its offerings. The product was developed by Sage and represents the first approved oral medication for this condition.
Sage CEO Barry Greene said: “Since our founding, Sage Therapeutics has been committed to pioneering new solutions in brain health, one of the most complex and underserved areas of medicine.
“We are proud of what we’ve accomplished, including successfully developing and commercialising ZURZUVAE, the first and only oral treatment for women with postpartum depression.”
The transaction strengthens Supernus’ psychiatry product line and diversifies its revenue base. Supernus will report collaboration revenue amounting to 50% of the total net revenue Biogen records for ZURZUVAE in the US, having already recorded revenues of $36.1m for 2024 and $13.8m for Q1 2025.
This acquisition aligns with Supernus’ growth strategy alongside its other products, including Qelbree, ONAPGO, and GOCOVRI.
The transaction is expected to produce cost synergies up to $200m annually and be significantly accretive by 2026.
Supernus president and CEO Jack Khattar said: “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.”
Subject to regulatory approvals and standard closing conditions, the acquisition is anticipated to be finalised in Q3 2025. The deal has received unanimous approval from the boards of both companies.
Moelis & Company is serving as Supernus’ exclusive financial adviser, while Goldman Sachs & Co. is advising Sage. Saul Ewing is providing legal counsel to Supernus, with Kirkland & Ellis representing Sage.
