--- title: "Supernus completes Sage Therapeutics acquisition after tender offer" url: "https://aibio.space/news/supernus-completes-sage-therapeutics-acquisition-after-tender-offer-8/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-07-31" section: "Mergers" tickers: "NASDAQ:SUPN" source: "https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/tm2522014d3_8k.htm" summary: "Supernus completed its acquisition of Sage Therapeutics on July 31, 2025 after a tender offer, paying $8.50 in cash per share plus a contingent value right" --- By the aibio.space news desk. Sources - [SUPERNUS PHARMACEUTICALS, INC. Form 8-K filed July 31, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/tm2522014d3_8k.htm) - [SUPERNUS PHARMACEUTICALS, INC. exhibit tm2522014d3_ex99-1.htm to the July 31, 2025 Form 8-K (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/tm2522014d3_ex99-1.htm) - [SUPERNUS PHARMACEUTICALS, INC. exhibit tm2522014d3_ex10-1.htm to the July 31, 2025 Form 8-K (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/tm2522014d3_ex10-1.htm) - [SUPERNUS PHARMACEUTICALS, INC. Form 10-K filed February 25, 2025: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1356576/000135657625000017/supn-20241231.htm) [SUPN](https://aibio.space/companies/supernus-pharmaceuticals/) 2025-07-31 # Supernus completes Sage Therapeutics acquisition after tender offer, $8.50 per share plus CVR Tickers [SUPN](https://aibio.space/companies/supernus-pharmaceuticals/) Supernus completed its acquisition of Sage Therapeutics on July 31, 2025 after a tender offer, paying $8.50 in cash per share plus a contingent value right worth up to $3.50. The filing puts the cash consideration at about $561 million, and says no CVR payment is assured. ## Key facts - **Company**: Supernus Pharmaceuticals, Inc. (NASDAQ: SUPN) - **News type**: Mergers - **Primary source**: [SUPERNUS PHARMACEUTICALS, INC. Form 8-K filed July 31, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/tm2522014d3_8k.htm) *Trading screens with price charts. CC0, via rawpixel. The picture shows the field, not the companies named.* Supernus Pharmaceuticals, Inc. (Nasdaq: [SUPN](https://aibio.space/companies/supernus-pharmaceuticals/)) completed its acquisition of Sage Therapeutics, Inc. (Nasdaq: SAGE) on July 31, 2025. The company's [Form 8-K](https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/tm2522014d3_8k.htm), dated July 30 and filed July 31, says Sage is now a wholly owned subsidiary of Supernus, and its shares will be delisted from the Nasdaq Global Market. ## How the tender offer ended Under a merger agreement dated as of June 13, 2025, a Supernus subsidiary, Saphire, Inc., began a tender offer for all outstanding Sage common stock on July 2, 2025. The offer and its withdrawal rights expired one minute after 11:59 p.m. Eastern Time on July 30, 2025. The depositary, Equiniti Trust Company, LLC, reported that 36,313,509 shares had been validly tendered and not withdrawn, about 58% of the outstanding shares. That met the minimum condition, and Saphire accepted the tendered shares for payment. The merger then took effect under Delaware law, with Sage surviving as a wholly owned subsidiary of Supernus. Shares that were not bought in the offer were converted into the same offer price, so holders who did not tender received the same cash and CVR. ## The price and the CVRs Holders received $8.50 in cash per share, without interest and less any withholding taxes, plus one non-transferable, non-tradable contingent value right per share. The 8-K puts the aggregate consideration at approximately $561 million, excluding any CVR payments and before transaction fees. The CVR agreement, signed July 30, 2025 with Equiniti Trust Company, LLC as rights agent, sets four milestone payments: - $0.50 per CVR on the first commercial sale in Japan of ZURZUVAE, after approval there, if that happens by June 30, 2026. Shionogi & Co., Ltd. has filed for major depressive disorder in Japan. - $1.00 per CVR if U.S. net sales reach $250 million in a calendar year on or before December 31, 2027. - $1.00 per CVR if U.S. net sales reach $300 million in a calendar year on or before December 31, 2028. - $1.00 per CVR if U.S. net sales reach $375 million in a calendar year on or before December 31, 2030. Each milestone can be paid once. The most a CVR can pay is $3.50 per share, and all CVRs together could reach about $234 million. The 8-K says there can be no assurance that any payment will be made. Sage options with an exercise price of $8.50 or more were cancelled without payment. ## What Supernus says it gets Supernus describes ZURZUVAE (zuranolone) as the first and only FDA-approved oral medicine for postpartum depression in adults. The deal adds collaboration revenue from ZURZUVAE equal to 50% of the total net revenue that Biogen, Inc. records for the product. Supernus also expects cost synergies of up to $200 million a year. The release does not say which functions those savings would come from, and it gives no breakdown of the figure. Jack Khattar, Supernus's president and chief executive officer, called Sage a significant fourth growth product and said the acquisition is expected to be accretive in 2026, a company expectation. ## Advisers and counsel Moelis & Company LLC was the exclusive financial adviser to Supernus, and Saul Ewing LLP was its legal counsel. Goldman Sachs & Co. LLC was the exclusive financial adviser to Sage, and Kirkland & Ellis LLP was its legal counsel. Supernus is a central nervous system company based in Rockville, Maryland. Its annual report says it commenced operations in 2005 and became publicly traded in 2012. ## What the filings leave out The 8-K and release do not give Sage's cash, net loss or recent ZURZUVAE sales, so they do not show how far the product is from the first U.S. sales threshold of $250 million. The CVR payments depend on that future sales growth, and the release does not say how likely it is. The cost synergy figure comes with no itemized plan. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story SUPN Supernus Pharmaceuticals, Inc. NASDAQ ยท United States Open the starter desk ## More in Mergers Mergers ### [InMed sets November 5 record date for CVRs tied to Mentari merger](https://aibio.space/news/inmed-sets-november-5-record-date-cvrs-tied-mentari-merger/) Oct 27, 2026 Mergers ### [Rallybio declares estimated $82.7 million cash distribution tied to Avenzo merger](https://aibio.space/news/rallybio-declares-estimated-82-7-million-cash-distribution-tied-avenzo/) Oct 26, 2026 Mergers ### [Skye Bioscience files preliminary proxy for its Redx Pharma acquisition](https://aibio.space/news/skye-bioscience-files-preliminary-proxy-redx-pharma-acquisition/) Oct 26, 2026 --- Source page: https://aibio.space/news/supernus-completes-sage-therapeutics-acquisition-after-tender-offer-8/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Supernus completes Sage Therapeutics acquisition after tender offer", 2025-07-31, https://aibio.space/news/supernus-completes-sage-therapeutics-acquisition-after-tender-offer-8/