Strategic Pivot or Surrender? Sage’s Next Chapter
For Sage Therapeutics, represented by Kirkland & Ellis LLP, the deal marks the end of a strategic soul-searching journey.
“We’ve built something meaningful,” said CEO Barry Greene of Sage. “From discovery to FDA approval, Zurzuvae is a testament to our team’s dedication. We believe this transaction delivers significant value to shareholders and ensures the continued success of our innovations.”
The CVR agreement includes performance-based incentives:
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$1.00/share if Zurzuvae hits $375 million in U.S. sales by 2030
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$0.50/share if the drug is commercially launched in Japan
Financing, Timeline, and Legal Muscle
Supernus plans to fully fund the acquisition through existing cash reserves, signaling strong internal liquidity. The transaction, approved by the boards of both companies, is slated to close in Q3 2025, pending regulatory approval and completion of a tender offer.
Kirkland & Ellis’ legal team, including partners Graham Robinson, Laura Knoll, and Merric Kaufman, is guiding Sage through the acquisition. Supernus’ counsel from Saul Ewing LLP is steering the buyer’s end of the transaction.
