HQ Team
January 11, 2025: Biogen Inc., plans to buy all outstanding shares totalling 61.17 million of Sage Therapeutics Inc., for $7.22 a share, representing a premium of 30%, according to a Securities and Exchange Commission filing.
The Massachusetts, US-based Biogen already has a 10.2% stake in Sage. The Sage shares closed at $5.55 on Friday, valuing its equity at $441.7 million.
Sage confirmed that Biogen had submitted “an unsolicited, nonbinding proposal to acquire all of the outstanding shares” not already owned by Biogen.
“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,” according to a Sage statement.
Trial failures
“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.”
Sage developed the only two US Food and Drug Administration-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, Massachusetts.
In July 2024, an oral investigational drug jointly developed by Biogen and Sage failed to stop essential tumours in patients, forcing the companies to halt the study.
The trial showed no statistically significant differences between any dose of the drug and the dummy in the change from baseline to 91 days on a global rating score.
In September 2024 Sage announced that Biogen had terminated its rights under the collaboration and licensing agreement for the SAGE-34 program.
SAGE-324 asset
The move resulted from the negative results of a trial for the treatment of essential tremors and the study was later discontinued.
Under the terms of the collaboration and license agreement, the termination will be effective from February 17, 2025, and Sage will resume full ownership of the SAGE-324 asset at that time.
Sage plans to continue to evaluate other potential indications, if any, for SAGE-324.
Biogen and Sage said they will continue to partner on Zurzuvae, the only FDA-approved oral treatment for women with postpartum depression.
In October, Sage’s experimental drug failed to meet its main goal of treating mild dementia due to
Alzheimer’s disease and the company stopped its trials.
The mid-stage trial of dalzanemdor drug “did not demonstrate a statistically significant difference from baseline in participants treated with dalzanemdor versus placebo on the primary endpoint,” according to a company statement.
