Supernus gets regulatory clearance for Sage acquisition

Supernus Pharmaceuticals Inc. (NASDAQ: SUPN) announced that the Hart-Scott-Rodino Act waiting period for its proposed acquisition of Sage Therapeutics Inc. (NASDAQ: SAGE) expired on July 25, 2025.

The expiration satisfies one condition for the tender offer, which remains subject to other requirements outlined in the offer documents. The tender offer expires at 11:59 p.m. Eastern Time on July 30, 2025.

Under the agreement signed June 13, 2025, Sage shareholders will receive $8.50 per share in cash plus one contingent value right (CVR) that could provide up to $3.50 per share based on performance milestones.

The CVR includes four potential payments: $0.50 upon the first commercial sale of ZURZUVAE in Japan by June 30, 2026; $1.00 if U.S. net sales reach $250 million by December 31, 2027; $1.00 if U.S. sales reach $300 million by December 31, 2028; and $1.00 if sales reach $375 million by December 31, 2030.

Following the tender offer completion, Supernus plans to merge with Sage through a short-form merger under Delaware law, making Sage a wholly owned subsidiary. Sage shares will be delisted from NASDAQ.

Both companies filed required antitrust notifications with the Federal Trade Commission and Department of Justice in late June. Moelis & Company is advising Supernus, while Goldman Sachs is advising Sage.

Supernus develops treatments for central nervous system diseases, with approved products for conditions including ADHD, Parkinson's disease, epilepsy and migraine.

You May Also Be Interested In