Tender Offer - SUPERNUS PHARMACEUTICALS, INC.
Form Type: SC TO-C
Filing Date: 2025-06-16
Corporate Action: Tender-offer
Type: New
Accession Number: 000110465925059761
Filing Summary: On June 13, 2025, Supernus Pharmaceuticals, Inc. entered into a Merger Agreement with Sage Therapeutics, Inc. and its subsidiary Saphire Inc. to commence a tender offer for all outstanding common shares of Sage at a price of $8.50 per share in cash, along with contingent value rights granting rights to potential future payments based on sales milestones. Following the offer, the Purchaser will merge with Sage, with Sage continuing as a subsidiary of Supernus. The tender offer is set to commence no later than July 2, 2025, and will be open for 20 business days. Conditions for the offer include a minimum tender condition and regulatory approvals. Additionally, there are provisions for customary no-solicitation agreements and possible termination fees. On June 16, 2025, a joint press release was issued to announce the execution of the Merger Agreement, accompanied by an investor conference call.
Additional details:
Date Of Merger Agreement: 2025-06-13
Offer Price: $8.50
Maximum Cvr Payment: $3.50
Initial Offer Duration Days: 20
Possible Extension Conditions: HSR Act, Sage request
Termination Fee: $22,376,056
Form Type: SC TO-C
Filing Date: 2025-06-16
Corporate Action: Tender-offer
Type: New
Accession Number: 000110465925059956
Filing Summary: Supernus Pharmaceuticals, Inc., through its wholly-owned subsidiary Saphire, Inc., is planning to commence a tender offer for all outstanding shares of common stock of Sage Therapeutics, Inc. This action follows the Agreement and Plan of Merger dated June 13, 2025, among Supernus, Saphire, and Sage. The tender offer has not yet commenced and this filing serves as a preliminary communication prior to that offer. It does not represent a recommendation or offer regarding the shares of Sage. Once initiated, the tender offer will be filed with the SEC along with related materials. Shareholders will be encouraged to read these documents thoroughly once they are available. The statement also includes forward-looking statements regarding the potential acquisition of Sage and associated risks.
Additional details:
Document Type: Tender Offer Statement
Subject Company: Sage Therapeutics, Inc.
Offeror: Saphire, Inc.
Cusip Number: 78667J108
Filing Persons: Supernus Pharmaceuticals, Inc.
Transaction Valuation: N/A
Filing Fee: N/A
Merger Agreement Date: 2025-06-13
Share Class: Common Stock
Share Value: $0.0001
Contact Person: Timothy C. Dec
Contact Position: Senior Vice President and Chief Financial Officer
Contact Phone: (301) 838-2500
Address: 9715 Key West Ave, Rockville, Maryland 20850
Information Agent: Mark I. Gruhin
Information Agent Firm: Saul Ewing LLP
Agent Contact Phone: (202) 333-8800
Exhibit Description 1: Transcript of Supernus Inc. Investor Presentation on June 16, 2025.
Exhibit Description 2: Note to Sage Employees sent on June 16, 2025.
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