Supernus Pharmaceuticals Completes HSR Waiting Period for Acquisition
Supernus Pharmaceuticals, Inc., a Delaware-based biopharmaceutical company, has successfully navigated through the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its proposed acquisition of Sage Therapeutics, Inc. This significant milestone was reached as the waiting period expired at 11:59 p.m. Eastern Time.
Details of the Merger Agreement
On June 13, 2025, Supernus entered into a formal merger agreement with Sage Therapeutics and Saphire, Inc., a wholly owned subsidiary of Supernus. This agreement lays the groundwork for the acquisition process, advancing the companies closer to executing this strategic initiative.
Regulatory Filings and Compliance
Following the merger agreement, Supernus and Sage submitted necessary premerger notification forms to the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice. The timely expiration of the HSR Act waiting period satisfies one of the conditions necessary for completing the acquisition.
Details of the Tender Offer
The tender offer for all outstanding shares of Sage Therapeutics commenced on July 2, 2025. This offer provides Sage shareholders with cash and the opportunity to earn additional value through contingent payments. Specifically, stockholders will receive $8.50 per share, in addition to potential contingent value rights worth up to $3.50.
The contingent value rights (CVRs) stipulate various milestone payments based on sales performance of a specified product. Payments are tied to significant milestones, including commercial sales allowing for shipments in Japan. The CVR agreement is designed to provide additional financial benefits to Sage shareholders, contingent on the future commercialization success of Supernus products.
Acquisition Strategy and Future Plans
Supernus's approach entails merging Sage Therapeutics into its operations, effectively making it a wholly owned subsidiary. This will happen according to Delaware law, streamlining the integration process without the need for a vote from Sage stockholders. Supernus aims to fully capitalize on partnerships and ensure minimal disruption during the transition period.
Roles of Advisors in the Process
Supernus has enlisted Moelis & Company as its exclusive financial advisor for this acquisition, with Goldman Sachs & Co. LLC serving a similar role for Sage Therapeutics. Legal representation includes Saul Ewing LLP for Supernus and Kirkland & Ellis LLP for Sage, underscoring the magnitude and care involved in this acquisition endeavor.
About Supernus Pharmaceuticals, Inc.
Supernus Pharmaceuticals is focused on developing treatments for critical central nervous system diseases. Its diverse portfolio includes effective solutions for conditions such as ADHD, epilepsy, and migraines. The company is also advancing new product candidates targeting depression and other serious disorders.
Contact Supernus Pharmaceuticals
For more information regarding Supernus Pharmaceuticals or the acquisition of Sage Therapeutics, interested parties may contact:
Jack A. Khattar, President and CEO
Timothy C. Dec, Senior Vice President and CFO
Supernus Pharmaceuticals, Inc.
(301) 838-2591
Frequently Asked Questions
What is the purpose of the merger agreement?
The merger agreement aims to streamline operations and expand Supernus's portfolio in the CNS therapeutic area.
What financial benefits are available for Sage shareholders?
Sage shareholders can receive an upfront cash offer and additional potential payments through contingent value rights.
When did the tender offer commence?
The tender offer began on July 2, 2025, allowing Sage shareholders to participate in the acquisition process.
Which advisors are working on this acquisition?
Moelis & Company is advising Supernus, while Goldman Sachs & Co. is assisting Sage Therapeutics in the transaction.
What is Supernus's focus as a biopharmaceutical company?
Supernus Pharmaceuticals concentrates on developing treatments for central nervous system diseases, including various disorders such as ADHD and epilepsy.
