M&A - SUPERNUS PHARMACEUTICALS, INC.

Form Type: 8-K

Filing Date: 2025-06-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925059687

Filing Summary: On June 13, 2025, Supernus Pharmaceuticals, Inc. entered into a Merger Agreement with Sage Therapeutics, Inc. and its wholly-owned subsidiary, Saphire Inc. Supernus will commence a tender offer no later than July 2, 2025, to buy all outstanding shares of Sage at an offer price of $8.50 per share, plus a contingent value right that could lead to additional payments based on future sales milestones. Upon completion of the tender offer, Saphire will merge with Sage. The Maximum milestone payable through the CVR could be $3.50 per share, contingent on various sales targets for the drug Zurzuvae. The tender offer will remain open for 20 business days, with possible extensions under specified conditions. A joint press release was issued on June 16, 2025, with further details provided during an investor conference call. The document outlines conditions for acceptance of shares and restrictions on Sage regarding other acquisition proposals, ensuring compliance with fiduciary duties.