M&A - Sage Therapeutics, Inc.

Form Type: 8-K

Filing Date: 2025-06-16

Corporate Action: Merger

Type: New

Accession Number: 000119312525141112

Filing Summary: On June 13, 2025, Sage Therapeutics, Inc. entered into a Merger Agreement with Supernus Pharmaceuticals, Inc. and Saphire, Inc. Under the agreement, a tender offer will be initiated by Supernus to acquire all outstanding shares of Sage for $8.50 per share in cash, plus potential contingent value rights (CVRs) worth up to an additional $3.50 per share. The tender offer is set to begin within 12 business days from the agreement date and will expire 20 business days thereafter, unless extended. The merger is subject to conditions including shareholder response, regulatory approvals, and the company's compliance with the agreement. Following the offer, Saphire will merge with Sage, which will remain as a wholly owned subsidiary of Supernus. The Board of Directors has deemed the merger fair and in the best interest of stockholders, recommending that shares be tendered in the offer. A joint press release regarding the execution of the merger agreement was issued on June 16, 2025, signaling the commencement of the process toward the merger and tender offer, which must be finalized by the parties involved according to the terms outlined in the agreement.

Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525012790

Filing Summary: On January 27, 2025, Sage Therapeutics, Inc. announced through a press release that its Board of Directors has initiated a process to explore strategic alternatives for the Company. The announcement also included the rejection of an unsolicited, non-binding proposal from Biogen Inc. made on January 10, 2025, which sought to acquire all outstanding shares of the Company not owned by Biogen at a price of $7.22 per share. This strategic exploration signifies the Company's openness to explore various options following the acquisition proposal.

Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525004907

Filing Summary: Sage Therapeutics, Inc. received an unsolicited, non-binding acquisition proposal from Biogen Inc. This announcement was made public through a press release dated January 10, 2025. Additionally, the company prepared an updated corporate presentation for investor meetings at the J.P. Morgan Healthcare Conference, which took place on January 12, 2025. The related corporate presentation and press release are included as exhibits in this filing. The proposal from Biogen is a significant event for Sage Therapeutics, indicating potential changes in corporate structure or ownership if pursued further.