Sage Therapeutics Confirms Receipt of Unsolicited Nonbinding Acquisition Proposal from Biogen

Rhea-AI Summary

Sage Therapeutics (SAGE) has received an unsolicited, nonbinding acquisition proposal from Biogen (BIIB) to purchase all outstanding shares not already owned by Biogen at $7.22 per share. The Sage Board of Directors, along with independent financial and legal advisors, will review and evaluate the proposal to determine the best course of action for the company and its shareholders. The company emphasized that there is no guarantee of a transaction resulting from this proposal, and shareholders are not required to take any action at this time.

Positive

• Potential acquisition offer at $7.22 per share premium
• Interest from major pharmaceutical company Biogen indicates strategic value

Negative

• Unsolicited nature of the offer suggests possible hostile takeover attempt
• Low offer price might undervalue the company

Insights

M&A Specialist

The proposed acquisition at $7.22 per share represents a potential strategic move in the biotech sector. This low-ball offer comes at a time when SAGE's stock has experienced significant decline, trading well below its historical highs. Biogen, which already has a strategic partnership with SAGE through their collaboration on zuranolone, is attempting to capitalize on SAGE's depressed valuation.

The nonbinding nature of the proposal and the board's standard response of reviewing the offer suggests this is likely an opening bid. Historical biotech acquisitions typically see final deals close at 20-30% premium above initial offers. The current proposal appears opportunistic, considering SAGE's market position and pipeline assets.

The timing is particularly notable as it follows SAGE's commercial launch of ZURZUVAE™ (zuranolone). This suggests Biogen sees untapped value in SAGE's commercial assets and pipeline that isn't reflected in the current market price. Shareholders should anticipate potential counter-negotiations or competing bids, as the current offer may not fully reflect SAGE's intrinsic value and future potential.

Financial Analyst

The proposed acquisition price of $7.22 per share appears to undervalue SAGE's assets and potential. With a current market cap of approximately $340 million, this offer fails to adequately account for the company's commercialized products, pipeline potential and existing partnership value. The proposal comes at a time when biotech valuations are generally depressed, suggesting opportunistic timing by Biogen.

Notably, this offer follows significant development milestones, including the FDA approval of ZURZUVAE™. The existing collaboration agreement between SAGE and Biogen for zuranolone development and commercialization provides Biogen with unique insight into SAGE's value proposition. However, this insider perspective could also mean they're attempting to acquire the company at a discount before potential value catalysts materialize.

For retail investors, this situation warrants close attention but not immediate action. The board's review process typically takes several weeks to months, during which time competing offers might emerge or Biogen might revise its proposal upward. Historical precedents in biotech M&A suggest final acquisition prices often exceed initial offers by a substantial margin.

No Shareholder Action Required at This Time

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250110340262/en/

Investor Contact

Ashley Kaplowitz

Ashley.Kaplowitz@sagerx.com



Media Contacts

Francesca Dellelci

Francesca.Dellelci@sagerx.com



Tim Lynch / Jed Repko

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

Source: Sage Therapeutics, Inc.

FAQ

What is the price per share offered by Biogen for SAGE acquisition?

Biogen has offered $7.22 per share to acquire the outstanding shares of Sage Therapeutics not already owned by Biogen.

Is the Biogen acquisition of SAGE guaranteed to happen?

No, the company explicitly stated there is no guarantee that any transaction will result from Biogen's proposal.

Do SAGE shareholders need to take any action regarding Biogen's acquisition proposal?

No, Sage Therapeutics has stated that shareholders do not need to take any action at this time.

What type of acquisition proposal did Biogen make for SAGE?

Biogen made an unsolicited, nonbinding proposal to acquire Sage Therapeutics shares.

How will SAGE evaluate Biogen's acquisition proposal?

Sage's Board of Directors will review the proposal with independent financial and legal advisors to determine the best course of action for the company and shareholders.