Supernus Pharmaceuticals Announces Expiration of HSR Waiting Period for Sage Therapeutics Acquisition

Supernus Pharmaceuticals announced the expiration of the Hart-Scott-Rodino waiting period for its acquisition of Sage Therapeutics. The acquisition, which was announced on June 13, 2025, is subject to other conditions set forth in the Offer to Purchase dated July 2, 2025. The Offer will expire at midnight on July 30, 2025, unless extended or terminated earlier.

Title: Supernus Pharmaceuticals Announces Expiration of Hart-Scott-Rodino Waiting Period for Acquisition of Sage Therapeutics

Supernus Pharmaceuticals (NASDAQ: SUPN) has announced the expiration of the Hart-Scott-Rodino waiting period for its proposed acquisition of Sage Therapeutics (NASDAQ: SAGE). The expiration of this period, which occurred at 11:59 p.m. Eastern Time on July 25, 2025, is a significant milestone in the acquisition process [1].

The acquisition, initially announced on June 13, 2025, includes a tender offer for all outstanding shares of common stock of Sage Therapeutics. The offer is structured to provide shareholders with a cash payment of $8.50 per share, plus a non-transferable contingent value right (CVR) worth up to $3.50 per share based on the achievement of specific milestones. These milestones include the first commercial sale in Japan of ZURZUVAE by June 2026, U.S. sales exceeding $250 million by 2027, U.S. sales over $300 million by 2028, and U.S. sales surpassing $375 million by 2030 [1].

The tender offer, which expires at midnight on July 30, 2025, unless extended or terminated earlier, is subject to other conditions set forth in the Offer to Purchase dated July 2, 2025. The completion of the acquisition through a merger, making Sage a wholly owned subsidiary of Supernus, is contingent upon these conditions being met [1].

Supernus Pharmaceuticals, a biopharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases, aims to expand its portfolio through this acquisition. Sage Therapeutics specializes in developing and commercializing innovative treatments for CNS disorders, including depression and anxiety [1].

The expiration of the Hart-Scott-Rodino waiting period clears one of the conditions necessary to consummate the acquisition. However, the offer remains subject to additional conditions outlined in the Offer to Purchase and the related Letter of Transmittal. Investors and security holders of Sage are urged to review the detailed tender offer materials, which have been filed with the Securities and Exchange Commission (SEC) and are available on the SEC's website and the websites of Supernus and Sage [1].

References
[1] https://www.stocktitan.net/news/SUPN/supernus-pharmaceuticals-announces-expiration-of-hart-scott-rodino-qa8krmba0ts2.html