Depression, Postpartum

Sage Therapeutics has sued Biogen in Delaware court, one week after receiving a $469 million buyout offer from the larger neuroscience pharma company. The full lawsuit was sealed, and the court said the case was confidential after being contacted by Endpoints News . But a separate court filing from Sage states that it is “seeking preliminary injunctive relief to enforce a standstill agreement and a trial on a paper record on an expedited basis.” Biogen declined to comment on ongoing litigation. A spokesperson for Sage said that “any discussions between Biogen and Sage regarding an acquisition of Sage should be conducted in private.” The spokesperson added that the company is seeking a temporary restraining order “to preserve our rights and enforce the standstill provision previously agreed to with Biogen.” Sage is still evaluating the proposal from Biogen, and a decision has not yet been made. The two longtime partners are, for the moment, at odds. Biogen owns roughly 10% of Sage, but the offer is lower than the amount of cash and equivalents the biotech had as of the end of September. The saga started a week ago when Biogen CEO Chris Viehbacher wrote to Sage chief Barry Greene in a publicly disclosed letter outlining the proposal. Though Viehbacher praised Sage’s efforts, he said that Biogen having full control would “enable more streamlined operations and efficient commercial execution” of postpartum depression medication Zurzuvae. The two companies linked up in November 2020 to co-develop and commercialize the drug, then known by its generic name zuranolone. But Sage’s share price has fallen by about 90% in the last five years, as the company has been beset by clinical trial failures. The commercial opportunity for Zurvuvae is also less than hoped for, after the FDA rejected it as a major depression treatment at the same time the PPD indication was approved. Bloomberg Law first reported on the lawsuit. Alexis Kramer contributed reporting.

On Tuesday morning, Biogen hosted an event for Wall Street analysts to better understand the company. One of the key topics discussed, according to Brian Abrahams of RBC Capital Markets, was business development.Biogens top drugs have been on the decline, and sales from its newest treatment for Alzheimers disease have yet to impress some investors. Those challenges have, in turn, put pressure on the company to bring in lucrative medicines through dealmaking.Abrahams, in a note to clients, wrote that management clearly appeared to be less vocal about business development opportunities, and highlighted the progress theyve made advancing a couple of lupus drugs and an antibody therapy acquired via a recent $1.2 billion acquisition.Biogen CEO Christopher Viehbacher made similar remarks later on Tuesday during a presentation at the J.P. Morgan Healthcare Conference. We're not necessarily saying, Hey, wow we need to go do a deal. That's not where we are.Viehbacher noted how his company is continually looking for deals that make strategic or financial sense. Another acquisition like that of rare disease specialist Reata Pharmaceuticals, which handed Biogen a marketed therapy called Skyclarys, would be a nice thing, he said. Yet promising, late-stage assets like Skyclarys are really hard to find and the price at which they sell can be inhibitory to doing a deal.Viehbacher admits hes instead biased toward smaller deals, for drugs in the early- to mid-point of human testing.I see some proposals that we should be prepared to overpay. We're never going to do that, not knowingly anyway, he said. I've learned over 35 years you can never actually have enough pipeline, no matter who you are. You should be constantly looking for things.Perhaps to that end, Viehbacher just last week sent an unsolicited letter to one of Biogen's partners, Sage Therapeutics, offering to buythe company for a price analysts think is too low to be seriously considered. Biogen and Sage co-developed, and now split profits on, a postpartum depression drug known as Zurzuvae. Sage said its board of directors will carefully review and evaluate the proposal.“Viehbachers approach doesnt appear to be landing with Biogens investors, however. Shares closed Tuesday trading at $143.06 apiece, the stocks lowest level since 2013. '

CAMBRIDGE, Mass.--( BUSINESS WIRE )--Sage Therapeutics, Inc. (Nasdaq: SAGE) (“The Company”), today confirmed that Biogen Inc. (Nasdaq: BIIB) (“Biogen”) has submitted to the Company an unsolicited, nonbinding proposal to acquire all of the outstanding shares of Sage Therapeutics not already owned by Biogen for $7.22 per share. Consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, the Sage Board of Directors will carefully review and evaluate the proposal made by Biogen to determine the course of action that it believes is in the best interest of the Company and all Sage shareholders. There is no guarantee that any transaction will result from Biogen’s proposal. Sage’s shareholders do not need to take any action at this time. About Sage Therapeutics Sage Therapeutics (Nasdaq: SAGE) is a biopharmaceutical company committed to our mission of pioneering solutions to deliver life-changing brain health medicines, so every person can thrive. Sage developed the only two FDA-approved treatments indicated for postpartum depression and is advancing a pipeline to target unmet needs in brain health. Sage was founded in 2010 and is headquartered in Cambridge, Mass. Find out more at www.sagerx.com or engage with us on Facebook, LinkedIn, Instagram, and X.