Supernus Pharmaceuticals Completes Hart-Scott-Rodino Waiting Period for Sage Therapeutics Acquisition

Supernus Pharmaceuticals has announced the expiration of the Hart-Scott-Rodino waiting period for its acquisition of Sage Therapeutics. The proposed acquisition includes a $8.50 cash payment per share and up to $3.50 in contingent value rights based on ZURZUVAE's performance milestones. The tender offer expires on July 30, 2025, with the intent to finalize the acquisition through a merger.

Supernus Pharmaceuticals, Inc. (NASDAQ: SUPN) has announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act), for its proposed acquisition of Sage Therapeutics, Inc. (NASDAQ: SAGE) has expired. This expiration is a significant milestone in the acquisition process and clears one of the conditions necessary to consummate the offer.

On June 13, 2025, Supernus and Sage entered into a Merger Agreement, with Supernus filing the Premerger Notification and Report Forms with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice on June 25 and June 30, respectively. The expiration of the HSR Act waiting period, which occurred at 11:59 p.m. Eastern Time on July 25, 2025, satisfies one of the conditions to finalize the acquisition.

The offer for all outstanding shares of common stock of Sage, at $8.50 per share in cash, plus a non-transferable and non-tradable contingent value right (CVR) of up to $3.50 per share, is subject to the remaining conditions set forth in the Offer to Purchase and the related Letter of Transmittal. The offer expires at 11:59 p.m. Eastern Time on July 30, 2025, unless extended or terminated earlier.

The contingent value rights are tied to the performance of ZURZUVAE, a pharmaceutical product marketed in the United States under the name ZURZUVAE. Milestone payments of up to $3.50 per share will be made based on specific sales targets in Japan and the United States. The first milestone payment of $0.50 per CVR is payable upon the first commercial sale after regulatory approval in Japan by June 30, 2026. Additional milestone payments are tied to sales targets of $250 million, $300 million, and $375 million in the United States by December 31, 2027, December 31, 2028, and December 31, 2030, respectively.

Upon completion of the offer, Supernus intends to finalize the acquisition through a merger, with Sage surviving as a wholly owned subsidiary of Supernus. The merger will occur without a vote of Sage stockholders, in accordance with Section 251(h) of the General Corporation Law of the State of Delaware.

Advisors Moelis & Company LLC and Goldman Sachs & Co. LLC are acting as exclusive financial advisors to Supernus and Sage, respectively, while Saul Ewing LLP and Kirkland & Ellis LLP serve as legal counsel. Investors and security holders are encouraged to review the tender offer materials carefully, as they contain important information about the terms and conditions of the tender offer.

For more information, visit Supernus’ website at [www.supernus.com](http://www.supernus.com) and Sage’s website at [www.sagerx.com](http://www.sagerx.com).

References:
[1] https://www.biospace.com/press-releases/supernus-pharmaceuticals-announces-expiration-of-hart-scott-rodino-waiting-period-for-sage-therapeutics-inc-tender-offer