Supernus Pharmaceuticals (NASDAQ: SUPN) announced that the required regulatory waiting period under the Hart–Scott–Rodino Act has officially expired, removing a critical antitrust hurdle in its proposed acquisition of Sage Therapeutics (NASDAQ: SAGE).
As part of the deal announced in mid-June, Sage shareholders are being offered $8.50 per share in cash, plus a non-transferable contingent value right valued at up to $3.50/share, contingent on ZURZUVAE reaching specific commercialization and sales milestones.
With the HSR clearance secured, the tender offer is set to conclude at 11:59. p.m. ET on July 30, 2025—can proceed to its next stage. Supernus plans to complete the merger and appoint Sage as its wholly owned subsidiary if the remaining offer conditions are met.
This acquisition is intended to expand Supernus’s presence in the central nervous system and depression-treatment space, especially through Sage’s existing postpartum depression treatment, ZURZUVAE. If the transaction closes, Sage’s shares will be delisted from NASDAQ.
This announcement marks a significant regulatory milestone toward closing a major acquisition that would enhance Supernus’s product portfolio and strategic positioning in neuropsychiatric therapies.
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