Kirkland Advises Sage Therapeutics on Sale to Supernus Pharmaceuticals for up to $795 Million

Kirkland & Ellis advised Sage Therapeutics, Inc. (Nasdaq: SAGE) on a definitive agreement to be purchased by Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN). The transaction will provide Supernus with an innovative marketed product: ZURZUVAE, the first and only U.S. Food and Drug Administration-approved oral medicine indicated for the treatment of adults with postpartum depression. The transaction was announced June 16, 2025 and is expected to close in the third quarter of 2025, subject to customary closing conditions.

Supernus plans to acquire Sage through a tender offer for $8.50 per share in cash (or an aggregate of approximately $561 million), payable at closing, plus one non-tradable contingent value right (CVR) collectively worth up to $3.50 per share in cash (or an aggregate of approximately $234 million), for total consideration of $12.00 per share in cash (or an aggregate of up to approximately $795 million). The CVR is payable upon achieving certain net sales and commercial milestones. The sale has been approved by the boards of directors of both companies.

Read the transaction press release

The Kirkland team included corporate lawyers Graham Robinson, Laura Knoll, Merric Kaufman, Ingrid Li and Adam Hustad.