Sage Therapeutics Explores Strategic Alternatives and Rejects Biogen’s Acquisition Offer
Sage Therapeutics, Inc. (Nasdaq: SAGE), a leader in brain health therapeutics, announced today that its Board of Directors has initiated a formal process to explore strategic alternatives for the company. This exploration aims to maximize shareholder value, considering multiple options, including potential strategic transactions, business combinations, or even a sale.
Rejection of Biogen’s Acquisition Proposal
Alongside the initiation of this strategic review, Sage also revealed that its Board had unanimously rejected an unsolicited acquisition proposal from Biogen Inc. (Nasdaq: BIIB). Biogen had offered to acquire all outstanding shares of Sage that it did not already own at a price of $7.22 per share. The proposal, which was received on January 10, 2025, was deemed insufficient by Sage’s Board, as it did not align with the long-term interests of the company or its shareholders.
Sage emphasized that its Board has not set a specific timetable for completing the review of strategic alternatives and clarified that there are no guarantees that the process will lead to any transaction or definitive outcome. As the company moves forward with this review, Sage does not plan to disclose any further developments unless deemed necessary.
Ongoing Focus on ZURZUVAE and Brain Health
Despite the strategic review, Sage remains committed to advancing its core mission of delivering life-changing treatments in the field of brain health. The company’s flagship product, ZURZUVAE (zuranolone), continues to be a focal point in the treatment of postpartum depression (PPD). Sage is dedicated to establishing ZURZUVAE as the standard of care for women suffering from PPD, and the company’s leadership remains focused on advancing this goal, ensuring that the review process does not disrupt its ongoing work in this important area.
Strategic Review: Looking at All Options
Sage’s decision to explore strategic alternatives comes after careful consideration by the Board of Directors, which recognizes the need to evaluate a range of opportunities that could potentially increase the value of the company. These alternatives may include mergers, acquisitions, partnerships, or other strategic transactions that could position Sage for future growth and long-term success.
“By undertaking this review, we are evaluating options that will maximize shareholder value and ensure Sage is positioned for continued success in the field of brain health,” said the company’s Board. Sage has not made any decisions yet regarding potential strategic alternatives, but the review process is intended to take a comprehensive look at all possibilities.
The company is being advised by Goldman Sachs & Co. LLC, which is serving as Sage’s financial advisor, while the legal aspects of the process are being handled by Skadden, Arps, Slate, Meagher & Flom LLP.
The Rejection of Biogen’s Proposal
Biogen’s unsolicited offer to acquire Sage was a central part of the company’s announcement. The offer, at $7.22 per share, was rejected by Sage’s Board, which believes that the price does not adequately reflect the value of Sage’s pipeline, particularly its lead product ZURZUVAE. The decision to reject the acquisition proposal was made with the belief that a sale at this time would not fully capture the potential value of Sage’s future prospects, especially in light of the company’s ongoing efforts to establish itself as a leader in brain health.
Biogen’s offer was also seen as undervaluing Sage’s assets, particularly given the positive developments surrounding ZURZUVAE and the broader pipeline of brain health treatments in Sage’s portfolio. The company has been focusing on advancing treatments for postpartum depression and other unmet needs in brain health, which its Board believes will drive significant future value.
Commitment to ZURZUVAE and Market Expansion
While the strategic review unfolds, Sage remains fully committed to expanding the market presence of ZURZUVAE, which is the first and only FDA-approved treatment specifically indicated for postpartum depression. ZURZUVAE is seen as a groundbreaking medication in this space, and the company is working to expand its reach and increase its adoption among healthcare providers and patients.
Sage’s ultimate goal is to make ZURZUVAE the standard of care for postpartum depression, offering women a critical treatment option for a condition that affects a significant number of new mothers. With its ongoing focus on this mission, Sage aims to ensure that ZURZUVAE becomes a cornerstone of care in PPD and delivers lasting benefits to patients.
A Path Forward: Strategic Alternatives and Growth Opportunities
Although the Board of Directors has not yet made a decision about any potential transactions, the exploration of strategic alternatives reflects the company’s commitment to maximizing value for its shareholders. Sage’s leadership team is focused on evaluating every potential avenue to enhance its business and capitalize on opportunities that will further its mission of improving brain health.
It remains unclear whether Sage will enter into any business combination or strategic transaction as part of its review process. The company’s Board has emphasized that it will carefully assess all options and make decisions that are in the best interest of its stakeholders. Furthermore, Sage is committed to providing transparent updates on the review process when appropriate.
About Sage Therapeutics
Sage Therapeutics (Nasdaq: SAGE) is a biopharmaceutical company that pioneers solutions to deliver life-changing medicines for brain health, aiming to make a profound impact on patients’ lives. Sage developed the only FDA-approved treatments for postpartum depression and is advancing its pipeline to address unmet needs in the brain health space. Founded in 2010 and headquartered in Cambridge, Massachusetts, Sage is focused on innovation, with a commitment to advancing treatments that will improve the lives of patients worldwide.
Important Safety Information for ZURZUVAE
ZURZUVAE (zuranolone) is indicated for the treatment of postpartum depression in adults. It can cause serious side effects such as drowsiness, dizziness, and impaired alertness. Patients should avoid driving or operating heavy machinery while taking ZURZUVAE. ZURZUVAE is a controlled substance and can lead to dependence or abuse. Women who are pregnant or planning to become pregnant should consult their healthcare provider before using ZURZUVAE. For more details, consult the full prescribing information.
