Supernus Completes Acquisition of Sage Therapeutics, Aiming for Growth and Diversification in Brain Health Medicines

SAGE Therapeutics announced its decision to delist from Nasdaq after a merger. The company's board and executive officers underwent significant changes, with several resigning and new directors and officers from the Purchaser assuming their roles. SAGE Therapeutics plans to terminate its common stock registration and suspend reporting obligations. The most recent analyst rating on SAGE stock is a Hold with a $9.00 price target.

SAGE Therapeutics, Inc. has announced its decision to delist from the Nasdaq Global Market following a merger with Supernus Pharmaceuticals, Inc. The company's board and executive officers have undergone significant changes, with several resigning and new directors and officers from the Purchaser assuming their roles. SAGE Therapeutics plans to terminate its common stock registration and suspend reporting obligations under the Securities Exchange Act.

The merger, which was completed on July 31, 2025, was priced at $8.50 per share in cash plus one contingent value right (CVR) worth up to an additional $3.50. Approximately 58% of Sage's outstanding common stock was tendered, meeting the minimum condition for the offer. All tendered shares were irrevocably accepted and will be settled promptly in accordance with the Merger Agreement.

Supernus, the acquirer, has now merged into Sage under Delaware General Corporation Law (DGCL) §251(h), making Sage a wholly-owned subsidiary. As a result, Sage's common stock will be delisted from the Nasdaq Global Market and deregistered under the Exchange Act. The most recent analyst rating on SAGE stock is a Hold with a $9.00 price target.

The delisting notice eliminates future market liquidity for remaining shareholders, a routine process for a squeeze-out merger. The filing converts the position from event-driven to cash-settled plus CVR optionality, focusing on milestone probabilities embedded in the CVR. While the merger guarantees a cash payment of $8.50 per share to tendering holders, the additional upside via CVR remains in place for all former shareholders.

The merger has removed transaction risk and established a definitive payout timeline for shareholders. However, the delisting notice also ends public market liquidity for remaining holders, a negative for those preferring standalone biopharma upside. The closure of the merger eliminates headline risk and releases capital, with the CVR's undisclosed milestones representing the only residual equity-like participation.

References:
[1] https://www.stocktitan.net/sec-filings/SAGE/sc-14d9-a-sage-therapeutics-inc-amended-tender-offer-recommendation-2396c824f435.html