Stifel analysts said the deal “feels like an unremarkable outcome for a company that was once one of the hottest stories in CNS.” Supernus’ offer beats Biogen’s unsolicited bid of about $7.22 per share, which arrived with a thud in late January.
Sage Therapeutics has agreed to be acquired by Supernus Pharmaceuticals for up to $795 million, marking a “good end” to the biotech’s story, according to analysts. The deal comes about five months after Sage balked at an unsolicited offer from its Zurzuvae development partner Biogen, which was valued at about $470 million.
The companies announced the acquisition Monday morning. Supernus is offering $8.50 per share in cash, or $561 million, at closing. The deal also includes a non-tradable contingent value right (CVR) of $3.50 per share, or $234 million, payable upon certain sales and commercial milestones. That brings the deal, which is expected to close in the third quarter, up to $12 per share in cash or $795 million.
Stifel analysts wrote in a note to investors that the deal “feels like an unremarkable outcome for a company that was once one of the hottest stories in [central nervous system disorders].” Nevertheless, it is a “good end” for the company, which had been facing myriad challenges including a lack of strategic control over lead asset Zurzuvae, the analysts said. The postpartum depression drug was developed with Biogen and received a limited label upon approval in August 2023.
Sage’s shares rose 36% in premarket trading Monday morning to $9.17. The stock has fallen 41% over the past year after hitting a price of over $90 in 2021.
Supernus’ offer beats Biogen’s unsolicited bid of about $7.22 per share, which arrived with a thud in late January. Sage immediately recoiled at the idea, suing Biogen to stop it. Stifel had assumed that Biogen would return with a “sweetened offer,” but that never happened.
Either way, Stifel did not voice much hope for Sage continuing on its own. “As we see it, for Sage to create value as an independent company, it would’ve required either a substantial acceleration in the PPD launch, or a surprise to the upside from the pipeline—the latter being a higher risk strategy, and a ‘show me story for the street, that would’ve burned significant capital,” the analysts wrote.
The deal does not put much weight in Sage’s pipeline, Stifel added. Supernus noted the potential of Zurzuvae to boost growth and diversify its portfolio. The drug, for postpartum depression, brought in $36.1 million in 2024 and has already taken home $13.8 million for the first quarter. The company also has three approved CNS medicines, Qelbree, ONAPGO and Gocovri, plus five other products.
Supernus and partner Biogen will have to significantly grow Zurzuvae sales for shareholders to see any benefit from the CVR. They will receive $1 of the CVR if Zurzuvae reaches $250 million in a calendar year between now and 2027; $1 if it reaches $300 million between now and the end of 2028; and $1 if sales reach $375 million between now and the end of 2030. Another 50 cents per share will be allocated if Zurzuvae is approved in Japan for major depressive disorder and achieves an initial commercial sale there.
The FDA declined to grant an indication for MDD, instead keeping the label narrowed to PPD.
Sage CEO Barry Greene said in the company’s announcement that the deal concludes a strategic review conducted by the board of directors and he is “confident this deal maximizes value for shareholders.”
