Supernus completes acquisition of Sage Therapeutics, adds ZURZUVAE revenue.

• Supernus completes acquisition of Sage Therapeutics. • Adds ZURZUVAE to psychiatry portfolio. • Diversifies revenue base and increases cash flow. • Expected to be accretive in 2026.

Supernus Pharmaceuticals (Nasdaq: SUPN) has completed its acquisition of Sage Therapeutics, significantly expanding its position in neuropsychiatric treatments. The deal, announced on July 31, 2025, includes ZURZUVAE®, the first FDA-approved oral medicine for postpartum depression, and a CNS discovery platform. The transaction structure includes $8.50 per share in cash plus contingent value rights (CVRs) worth up to $3.50 per share tied to specific milestones [1].

The acquisition garnered 58% shareholder approval with 36,313,509 shares tendered. Supernus expects annual cost synergies of up to $200 million and projects the acquisition to be accretive by 2026. The deal adds collaboration revenue from ZURZUVAE (50% of U.S. net sales through Biogen partnership) and complements Supernus' existing portfolio including Qelbree®, ONAPGO™, and GOCOVRI®. The acquisition strengthens Supernus' CNS portfolio through Sage acquisition, gaining ZURZUVAE and potential $200M annual synergies; accretive by 2026 [1].

ZURZUVAE (zuranolone), the cornerstone of the acquisition, is the first FDA-approved oral treatment for postpartum depression. This adds a fourth growth product to Supernus' portfolio alongside Qelbree, ONAPGO, and GOCOVRI. The revenue-sharing structure with Biogen, where Supernus receives 50% of ZURZUVAE's U.S. net sales without bearing the full commercialization burden, adds significant value. The projected $200 million in annual cost synergies indicates substantial operational overlap that can be streamlined. This efficiency gain, combined with revenue diversification, explains management's confidence in the deal becoming accretive by 2026 [1].

The milestone-based CVR structure—tied to Japan approval ($0.50), and U.S. sales thresholds of $250M ($1.00), $300M ($1.00), and $375M ($1.00)—effectively transfers some risk to Sage shareholders while allowing them potential upside if ZURZUVAE performs well. Beyond ZURZUVAE, Supernus gains Sage's CNS discovery platforms, augmenting its research capabilities in a therapeutic area where innovation is challenging but highly rewarded [1].

The acquisition transforms Supernus' growth trajectory by diversifying revenue streams, expanding its psychiatry portfolio, and enhancing its development infrastructure—all while maintaining a pathway to near-term accretion. Acquisition strengthens Supernus’ leading presence in neuropsychiatric conditions with an innovative commercial product, ZURZUVAE®, and a novel CNS discovery platform, accelerating mid- to long-term revenue and cash flow growth and further diversifying revenue base [1].

References:
[1] https://www.stocktitan.net/news/SUPN/supernus-pharmaceuticals-completes-acquisition-of-sage-aacu1r4ab0yr.html