Supernus Pharmaceuticals Clears Antitrust Hurdle For Sage Therapeutics Acquisition In $8.50/Share Cash Offer Plus Up To $3.50/Share In Contingent Value Rights Merger

Supernus Pharmaceuticals, Inc., a Delaware corporation (NASDAQ:SUPN) ("Supernus", and the "Company"), today announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), with respect to Supernus' proposed acquisition of Sage Therapeutics, Inc., a Delaware corporation (NASDAQ:SAGE) ("Sage"), expired at 11:59 p.m. Eastern Time on July 25, 2025.

On June 13, 2025, Supernus and Sage, entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Supernus, Sage and Saphire, Inc., a Delaware corporation and a wholly owned subsidiary of Supernus ("Purchaser").

On June 25, 2025 and June 30, 2025, Supernus and Sage, respectively, filed the Premerger Notification and Report Forms required under the HSR Act with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice.

The expiration of the HSR Act waiting period satisfies one of the conditions to consummate the Offer (as defined below). The Offer continues to be subject to the remaining conditions set forth in the Offer to Purchase, dated July 2, 2025 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and in the related Letter of Transmittal, (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and together with the Offer to Purchase, the "Offer"). The Offer and withdrawal rights will expire at one minute following 11:59 p.m., Eastern Time, on July 30, 2025, unless the Offer is extended or earlier terminated.

The Offer and the Merger

The Offer and withdrawal rights for all outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of Sage in exchange for (i) $8.50 per Share, net to the seller in cash, subject to any withholding of taxes and without interest (the "Closing Amount"), plus (ii) one non-transferable and non-tradable contingent value right per Share (a "CVR"), which represents the right to receive up to $3.50 per Share upon the satisfaction of specified milestones (as described further in the Offer to Purchase), net to the seller in cash, without interest and subject to any withholding of taxes, pursuant to the CVR Agreement (the Closing Amount plus one CVR collectively, the "Offer Price"), expires at one minute following 11:59 p.m., Eastern Time, on July 30, 2025.

Pursuant to the Contingent Value Rights Agreement to be entered into between Supernus and a rights agent mutually agreeable to Supernus and Sage (the "CVR Agreement"), one milestone payment of $0.50 per CVR, net to the seller in cash, subject to any withholding of taxes and without interest, is payable (subject to certain terms and conditions) upon the first commercial sale after Regulatory Approval (as defined in the CVR Agreement ) in Japan to a third-party customer of the pharmaceutical product that is marketed in the United States under the name ZURZUVAE and is the subject of the current regulatory filing (including any amended filings based thereon) by Shionogi & Co., Ltd., inclusive of its affiliates, in Japan for Major Depressive Disorder by June 30, 2026.

A second milestone payment of $1.00 per CVR, net to the seller in cash, subject to any withholding of taxes and without interest, is payable (subject to certain terms and conditions) if Net Sales (as defined in the CVR Agreement) of ZURZUVAE are equal to or exceed $250 million in the United States during a calendar year on or prior to December 31, 2027.

A third milestone payment of $1.00 per CVR, net to the seller in cash, subject to any withholding of taxes and without interest, is payable (subject to certain terms and conditions) if Net Sales (as defined in the CVR Agreement) of ZURZUVAE are equal to or exceed $300 million in the U.S. during a calendar year on or prior to December 31, 2028.

A fourth milestone payment of $1.00 per CVR, net to the seller in cash, subject to any withholding of taxes and without interest, is payable (subject to certain terms and conditions) if Net Sales (as defined in the CVR Agreement) of ZURZUVAE are equal to or exceed $375 million in the U.S. during a calendar year on or prior to December 31, 2030.

Each milestone may only be achieved once. The maximum amount payable with respect to the CVR issued in respect to each Share is $3.50 in the aggregate. There can be no assurance any payments will be made with respect to any CVR. It is possible that no milestone is achieved, and no payment is made with respect to the CVR.