Biogen, Inc.

iStock, Deagreez Big Pharma executives have not been shy about their desire for deals, but companies have been battling macro headwinds alongside Trump’s policies on drug pricing and tariff threats. A string of deals has analysts optimistic for more activity in the second half, as total deal value for the first half is nearing the sum of all 2024 deals. Pfizer, Biogen, Merck, Eli Lilly and Gilead still have capital to deploy, according to Jefferies, and there are plenty of biotechs that might fit neatly into some cracks in these Big Pharmas’ pipelines. First, Sanofi made the second biggest acquisition of the year so far with $9.5 billion offered for rare disease biopharma Blueprint Medicines . Then BioNTech pledged $1.25 billion to buy rival CureVac , which got BMO Capital Markets wondering if the dam was finally breaking and momentum beginning to build. And on Monday, Sage Therapeutics was acquired by Supernus Pharmaceuticals for up to $795 million. “It feels as if we are starting to get some traction in the sector with some recent ASCO deals ( Blueprint Medicines ) and now CureVac. Still, macro concerns remain, but we appreciate recent developments in M&A,” BMO’s Evan Seigerman wrote on Thursday. Jefferies also noted Intra-Cellular, which was acquired by Johnson & Johnson for $14 billion to kick off the year. Thanks to these larger acquisitions, total deal value for this year has already reached $36 billion, compared to $44 billion for all of 2024. Big Pharma executives have not been shy about their desire for deals, but companies headed into the year still battling macro headwinds and added overhangs of the Trump administration moves on drug pricing and tariffs. “From a macro perspective, uncertainty from potential sector specific tariffs and new drug pricing policies make investment decisions more challenging for BD teams but we think we have passed ‘peak negativity,’” Jefferies said in a Friday report. Even if tariffs result from the Trump administration’s Section 232 review, Jefferies thinks they will be “less bad than feared.” Biopharma stocks have been volatile along with the broader markets as policies are proposed and retracted. Jefferies said that this kind of environment does not typically breed deals as companies wait for clarity but sees the markets and valuations stabilizing over the next three to five months. TThe FDA has been a source of uncertainty, after failing to meet several PDUFA deadlines in recent weeks, while simultaneously meeting or even beating other approval decision timelines. That had been a major concern after the agency gutted its workforce after President Donald Trump took office. Which Biotechs Will Get Bought? If the S&P Biotechnology Select Industry Index, the XBI, does stabilize, companies could begin scrambling for deals after a long drought. Jefferies has some ideas of where we might see deals. Akero Therapeutics is a “highly de-risked attractive M&A candidate,” according to Jefferies. The biotech could have potential sales of $2–3 billion and has strong Phase II data for a therapy in cirrhosis metabolic dysfunction-associated steatohepatitis (MASH). This space has recently been reinvigorated after GSK bought Boston Pharma for $2 billion in May . The space had seemed relatively closed after the May 2024 approval of Madrigal Pharmaceuticals’ Rezdiffra, but now it seems Big Pharma is again interested. Another potential target Jefferies identified is Scholar Rock , which is expecting an FDA decision for apitegromab in spinal muscular atrophy in September. This would provide a lucky buyer with a near term revenue-generating asset—in addition to a Phase II obesity asset, with for that drug due this month. Obesity in general could be a major target for Big Pharma, with the leaders in that space — Novo Nordisk and Eli Lilly —signing a flurry of licensing deals of late. More dealmaking in China , which has been sprouting myriad programs for U.S.-based companies to license, could also be on the horizon. This could unfortunately come at the expense of U.S.-based biotechs, Jefferies noted. “Pharma/large-cap companies have benefited from in-licensing Chinese assets at attractive valuations, but this makes for a tougher M&A environment for U.S. small-caps as pharma increasingly turns to overseas business development opportunities instead of shopping local,” Jefferies said.

ROCKVILLE, MD and CAMBRIDGE, MA, USA I June 16, 2025 I Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) and Sage Therapeutics, Inc. (Nasdaq: SAGE), today announced a definitive agreement for Supernus to acquire Sage through a tender offer for $8.50 per share in cash (or an aggregate of approximately $561 million), payable at closing, plus one non-tradable contingent value right (CVR) collectively worth up to $3.50 per share in cash (or an aggregate of approximately $234 million), for total consideration of $12.00 per share in cash (or an aggregate of up to approximately $795 million). The CVR is payable upon achieving certain net sales and commercial milestones. The transaction is expected to close in the third quarter of 2025. The transaction will provide Supernus with an innovative marketed product: ZURZUVAE ® (zuranolone) capsules CIV, the first and only U.S. Food and Drug Administration (FDA)-approved oral medicine indicated for the treatment of adults with postpartum depression. Through a collaboration agreement with Biogen, Inc., Supernus will report collaboration revenue that is 50% of total net revenue Biogen records for ZURZUVAE in the U.S. “This acquisition represents a major step in bolstering our future growth. It augments our growth profile by adding a significant fourth growth product to our portfolio and further diversifies our sources of future growth. ZURZUVAE aligns with our focus of acquiring novel value-enhancing and clinically-differentiated medicines to treat CNS conditions,” said Jack Khattar, President and CEO of Supernus Pharmaceuticals. “We have a proven track record of strong commercial execution, and we look forward to building on ZURZUVAE’s U.S. growth momentum and collaboration with Biogen, so that more women with postpartum depression can benefit from this novel treatment.” “Since our founding, Sage Therapeutics has been committed to pioneering new solutions in brain health, one of the most complex and underserved areas of medicine,” said Barry Greene, Chief Executive Officer, Sage Therapeutics. “We are proud of what we’ve accomplished, including successfully developing and commercializing ZURZUVAE, the first and only oral treatment for women with postpartum depression. This transaction follows a comprehensive strategic review by our Board of Directors, and I am confident this deal maximizes value for shareholders. I want to express my deepest gratitude to the Sage team for their unwavering commitment to brain health and improving the lives of patients. We look forward to our next chapter with Supernus.” Strategic and Financial Benefits Terms and Financing Under the terms of the agreement, Supernus will commence a tender offer to acquire all outstanding shares of Sage Therapeutics, Inc. for a purchase price of $8.50 per share in cash (or an aggregate of approximately $561 million) payable at closing plus one non-tradable CVR. All cash consideration will be funded through existing balance sheet cash. The CVR entitles Sage stockholders to receive up to an additional $3.50 per share payable upon ZURZUVAE achieving certain sales and commercial milestones within certain specified periods (subject to the terms and conditions contained in a Contingent Value Rights Agreement detailing the terms of the CVR). These milestones include (1) $1.00 per share payable if in any calendar year between closing and end of 2027, annual net sales of ZURZUVAE allocable to Supernus reach $250 million or more in the U.S., (2) $1.00 per share payable if in any calendar year between closing and end of 2028, annual net sales of ZURZUVAE allocable to Supernus reach $300 million or more in the U.S., (3) $1.00 per share payable if in any calendar year between closing and end of 2030, annual net sales of ZURZUVAE allocable to Supernus reach $375 million or more in the U.S., and (4) $0.50 per share at first commercial sale in Japan to a third-party customer after regulatory approval for ZURZUVAE for the treatment of major depressive disorder (MDD) in Japan by June 30, 2026. Approvals and Timing of Close The transaction, which has been approved by the boards of directors of both companies, is expected to close in the third quarter of 2025, subject to customary closing conditions, including receipt of required regulatory approvals and the tender of a majority of the outstanding shares of Sage’s common stock. Following the successful closing of the tender offer, Supernus will acquire any shares of Sage that are not tendered in the tender offer through a second-step merger at the same consideration as paid in the tender offer. Full Year Financial Guidance Supernus will provide revised full year 2025 financial guidance after the closing of the transaction, which is expected in the third quarter of 2025. Advisors Moelis & Company LLC is acting as the exclusive financial advisor to Supernus. Goldman Sachs & Co. LLC is acting as the exclusive financial advisor to Sage. Saul Ewing LLP is serving as legal counsel to Supernus. Kirkland & Ellis LLP is serving as legal counsel to Sage. Conference Call and Webcast Information A conference call and a live webcast will be hosted today, June 16, 2025, at 8:30 a.m. ET, to discuss the transaction. A live webcast will be available in the Events & Presentations section of the Supernus Investor Relations website www.supernus.com/investors . Participants may also pre-register any time before the call here . Once registration is completed, participants will be provided a dial-in number with a personalized conference code to access the call. Please dial in 15 minutes prior to the start time. Following the live call, a replay will be available on the Supernus Investor Relations website www.supernus.com/investors . The webcast will be available on the Supernus website for 60 days following the live call. About Supernus Pharmaceuticals, Inc. Supernus Pharmaceuticals is a biopharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases. Our diverse neuroscience portfolio includes approved treatments for attention-deficit hyperactivity disorder (ADHD), dyskinesia in Parkinson’s disease (PD) patients receiving levodopa-based therapy, hypomobility in PD, epilepsy, migraine, cervical dystonia, and chronic sialorrhea. We are developing a broad range of novel CNS product candidates including new potential treatments for epilepsy, depression, and other CNS disorders. For more information, please visit www.supernus.com . 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 . For more information about ZURZUVAE, please visit www.zurzuvae.com . SOURCE: Supernus Pharmaceuticals

iStock, master1305 Stifel analysts said the deal “feels like an unremarkable outcome for a company that was once one of the hottest stories in CNS.” Supurnus’ offer beats Biogen’s unsolicited bid of about $7.22 per share, which arrived with a thud in late January. Sage Therapeutics has agreed to be acquired by Supernus Pharmaceuticals for up to $795 million, marking a “good end” to the biotech’s story, according to analysts. The deal comes about five months after Sage balked at an unsolicited offer from its Zurzuvae development partner Biogen, which was valued at about $470 million. The companies announced the acquisition Monday morning . Supurnus is offering $8.50 per share in cash, or $561 million, at closing. The deal also includes a non-tradable contingent value right (CVR) of $3.50 per share, or $234 million, payable upon certain sales and commercial milestones. That brings the deal, which is expected to close in the third quarter, up to $12 per share in cash or $795 million. Stifel analysts wrote in a note to investors that the deal “feels like an unremarkable outcome for a company that was once one of the hottest stories in [central nervous system disorders].” Nevertheless, it is a “good end” for the company, which had been facing myriad challenges including a lack of strategic control over lead asset Zurzuvae, the analysts said. The postpartum depression drug was developed with Biogen and received a limited label upon approval in August 2023. Sage’s shares rose 36% in premarket trading Monday morning to $9.17. The stock has fallen 41% over the past year after hitting a price of over $90 in 2021. Supurnus’ offer beats Biogen’s unsolicited bid of about $7.22 per share, which arrived with a thud in late January. Sage immediately recoiled at the idea, suing Biogen to stop it. Stifel had assumed that Biogen would return with a “sweetened offer,” but that never happened. Either way, Stifel did not voice much hope for Sage continuing on its own. “As we see it, for Sage to create value as an independent company, it would’ve required either a substantial acceleration in the PPD launch, or a surprise to the upside from the pipeline—the latter being a higher risk strategy, and a ‘show me story for the street, that would’ve burned significant capital,” the analysts wrote. The deal does not put much weight in Sage’s pipeline, Stifel added. Supurnus noted the potential of Zurzuvae to boost growth and diversify its portfolio. The drug, for postpartum depression, brought in $36.1 million in 2024 and has already taken home $13.8 million for the first quarter. The company also has three approved CNS medicines, Qelbree, ONAPGO and Gocovri, plus five other products. Supurnus and partner Biogen will have to significantly grow Zurzuvae sales for shareholders to see any benefit from the CVR. They will receive $1 of the CVR if Zurzuvae reaches $250 million in a calendar year between now and 2027; $1 if it reaches $300 million between now and the end of 2028; and $1 if sales reach $375 million between now and the end of 2030. Another 50 cents per share will be allocated if Zurzuvae is approved in Japan for major depressive disorder and achieves an initial commercial sale there. The FDA declined to grant an indication for MDD, instead keeping the label narrowed to PPD. Sage CEO Barry Greene said in the company’s announcement that the deal concludes a strategic review conducted by the board of directors and he is “confident this deal maximizes value for shareholders.”