SCHEDULE: Biogen to Tender Sage Therapeutics Shares After Failed Acquisition Bid

Biogen Inc. plans to tender its 10% stake in Sage Therapeutics, Inc. following the rejection of its acquisition proposal and Sage's subsequent merger agreement with Supernus Pharmaceuticals, Inc.

Summary

• Biogen Inc. and Biogen MA Inc. collectively hold 6,241,473 shares of Sage Therapeutics, Inc. Common Stock, representing 10% of the class outstanding as of April 22, 2025.
• From March 2025 through May 2025, Biogen engaged in discussions and diligence with Sage Therapeutics regarding a potential acquisition.
• On May 5, 2025, Biogen submitted a non-binding proposal to acquire all outstanding shares of Sage not already owned for an upfront payment of $9.00 per share in cash, plus two contingent value rights (CVRs) for ZURZUVAE sales: $2.00 upon annual net sales first reaching $450 million and another $2.00 upon annual net sales first reaching $700 million.
• On May 15, 2025, Sage Therapeutics terminated all discussions and diligence with Biogen regarding a potential transaction.
• On June 16, 2025, Sage Therapeutics announced it entered into a Merger Agreement, dated June 13, 2025, with Supernus Pharmaceuticals, Inc. and its subsidiary, Saphire, Inc.
• Under the Supernus agreement, a tender offer was commenced to acquire all of Sage's outstanding Common Stock for $8.50 per share in cash plus one contingent value right per share representing up to $3.50 upon satisfaction of certain milestones.
• The Supernus tender offer commenced on July 2, 2025, and is currently scheduled to expire at one minute following 11:59 P.M., Eastern Time, on July 30, 2025.
• Biogen intends to tender all or a portion of its Common Stock holdings in Sage Therapeutics to Supernus's Purchaser in the Offer or otherwise dispose of them.

Sentiment

Score: 3

Explanation: The sentiment is negative for Biogen's strategic objective as their acquisition attempt failed. While they are divesting their stake, the initial strategic goal was not met. For Sage, securing a merger is positive, but the terms are slightly less favorable upfront than Biogen's rejected offer.

Positives

• Sage Therapeutics successfully secured a merger agreement with Supernus Pharmaceuticals, Inc. after rejecting Biogen's offer, providing a clear path forward for the company and its shareholders.

Negatives

• Biogen's attempt to acquire Sage Therapeutics was unsuccessful, leading to the termination of discussions by Sage.
• Biogen, as a significant shareholder, will now tender its shares into a different acquisition offer, which has a lower upfront cash component ($8.50 vs. Biogen's $9.00) and a different CVR structure.

Risks

• The Supernus tender offer is subject to conditions and could be extended or terminated, potentially impacting the timing and certainty of Biogen's divestment.
• The value of the contingent value rights (CVRs) in both Biogen's proposal and the Supernus merger is dependent on future sales milestones or other conditions, introducing uncertainty regarding the full potential payout.

Future Outlook

Biogen intends to tender all or a portion of its Common Stock holdings in Sage Therapeutics to Purchaser in the ongoing tender offer by Supernus Pharmaceuticals, Inc. or to dispose of them otherwise. The Supernus tender offer is scheduled to expire on July 30, 2025.

Industry Context

This filing highlights the dynamic M&A landscape within the biotechnology and pharmaceutical sectors, particularly for companies with promising drug candidates like ZURZUVAE. The competitive bidding and subsequent merger agreement underscore the strategic value placed on innovative therapies and the willingness of larger pharmaceutical companies to acquire assets to bolster their pipelines. The use of contingent value rights (CVRs) in both proposals reflects a common mechanism in biotech M&A to bridge valuation gaps and share future commercial risks and rewards, especially for assets with significant but uncertain sales potential.

Comparison to Industry Standards

• The document does not provide specific comparable companies, projects, or results to assess the proposed acquisition terms against global benchmarks. However, the inclusion of contingent value rights (CVRs) in both Biogen's proposal and the Supernus merger is a common practice in biotech M&A, particularly for assets with regulatory approval but nascent commercialization, allowing for risk-sharing and aligning incentives based on future sales performance or clinical milestones.

Related Party Transactions

• Biogen Inc., as a 10% beneficial owner of Sage Therapeutics, engaged in discussions and submitted a non-binding proposal to acquire the remaining outstanding shares of Sage. Following the rejection of its proposal, Biogen intends to tender its shares into the tender offer made by Supernus Pharmaceuticals, Inc., a third party.

Stakeholder Impact

• **Shareholders of Biogen:** The failed acquisition attempt means Biogen will not gain control of Sage's assets, including ZURZUVAE, as initially sought. Their investment in Sage will be liquidated through the Supernus tender offer or other disposal.
• **Shareholders of Sage Therapeutics:** Will receive $8.50 per share in cash plus a CVR of up to $3.50 per share from the Supernus merger, providing liquidity and a defined exit value, albeit with a lower upfront cash component than Biogen's rejected offer.
• **Employees of Sage Therapeutics:** The merger with Supernus will likely lead to integration efforts, which could impact roles and organizational structure, though the document does not provide specifics.
• **Customers/Patients:** The continued development and commercialization of ZURZUVAE will proceed under Supernus, potentially impacting future access and support for the drug.

Next Steps

• Biogen intends to tender all or a portion of its Common Stock in Sage Therapeutics to Purchaser in the Supernus tender offer or dispose of them otherwise.
• The Supernus tender offer for Sage Therapeutics shares is scheduled to expire on July 30, 2025, unless extended or earlier terminated.

Key Dates

Keywords

Sage Therapeutics, Biogen, Supernus Pharmaceuticals, Merger Agreement, Tender Offer, Acquisition, Schedule 13D, ZURZUVAE, Contingent Value Right, Biotechnology, Pharmaceuticals