Sage Therapeutics Board of Directors Initiates Review of Strategic Alternatives and Rejects Biogen’s Unsolicited Acquisition Proposal
2025年1月27日 - 11:20PM
ビジネスワイヤ(英語)
Company Board Concludes the Proposal
Significantly Undervalues Sage and Believes it is Not in the Best
Interest of Shareholders
The Company Remains Focused on the Goal of
Establishing ZURZUVAE as the Standard of Care for Women with
Postpartum Depression
Sage Therapeutics, Inc. (Nasdaq: SAGE) (“Sage” or “the
Company”), today announced that its Board of Directors has
initiated a process to explore strategic alternatives for the
Company. The Board intends to evaluate a broad range of
opportunities to maximize value for shareholders, including but not
limited to a potential strategic transaction, business combination
or sale.
In addition, Sage announced that its Board has unanimously
rejected the unsolicited, nonbinding proposal it received from
Biogen Inc. (Nasdaq: BIIB) (“Biogen”) on January 10, 2025, to
acquire all outstanding shares of Sage not already owned by Biogen
for $7.22 per share.
The Company has not set a timetable for the review process, nor
has it made any decisions related to any potential strategic
alternatives at this time. There can be no assurance that the
Company’s strategic review process will result in any transaction
or other strategic outcome. Sage does not intend to disclose
further developments on this strategic review process unless and
until it determines that such disclosure is appropriate or
necessary. While the Board conducts its review, Sage remains
focused on the goal of establishing ZURZUVAE as the standard of
care for women with PPD.
Goldman Sachs & Co. LLC is acting as financial advisor to
Sage, and Skadden, Arps, Slate, Meagher & Flom LLP is serving
as legal counsel.
About Sage Therapeutics
Sage Therapeutics (Nasdaq: SAGE) is a biopharmaceutical company
committed to our mission of pioneering solutions to deliver
life-changing brain health medicines, so every person can thrive.
Sage developed the only two FDA-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, Mass. Find out more at www.sagerx.com
or engage with us on Facebook, LinkedIn, Instagram, and X.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995, as amended and Section 21E of the Securities Exchange Act of
1934, as amended. All statements, other than statements of
historical facts, included in this press release are
forward-looking statements. Such forward-looking statements include
statements regarding the review to be conducted by the Board of
Directors and our goal of establishing ZURZUVAE as the standard of
care for women with PPD. These forward-looking statements are based
on management’s current expectations about future events as of the
date hereof, are neither promises nor guarantees of future
performance, and are subject to a variety of risks and
uncertainties, many of which are beyond our control, which could
cause actual results to differ materially from those contemplated
in these forward-looking statements. These risks and uncertainties
include, but are not limited to, the outcome and timing of the
review process, which may be suspended or modified at any time; the
possibility that the Board of Directors may decide not to undertake
a strategic alternative following the review process; Sage’s
inability to consummate any proposed strategic alternative
resulting from the review due to, among other things, market,
regulatory and other factors; the potential for disruption to our
business resulting from the review process; potential adverse
effects on our stock price from the announcement, suspension or
consummation of the review process; our launch and
commercialization efforts in the U.S. with respect to ZURZUVAE for
the treatment of women with PPD may not be successful; ZURZUVAE may
not achieve the clinical benefit, clinical use or market acceptance
for the treatment of PPD we expect or we may encounter
reimbursement, market access, process-related or other issues,
including competition in the market, that impact the success of our
commercialization efforts; ZURZUVAE may never become the standard
of care for women with PPD; and those risks more fully discussed in
the section entitled “Risk Factors” in our most recent quarterly
report, as well as discussions of potential risks, uncertainties,
and other important factors in our subsequent filings with the
Securities and Exchange Commission. Subsequent events and
developments, including actual results or changes in Sage’s
assumptions, may cause our views to change. Readers are cautioned
not to place undue reliance on such forward-looking statements. All
forward-looking statements included in this press release are
expressly qualified in their entirety by these cautionary
statements. We explicitly disclaim any obligation to update our
forward-looking statements, except to the extent required by
applicable law.
SELECT IMPORTANT SAFETY INFORMATION FOR ZURZUVAE
ZURZUVAE (zuranolone) CIV, is a neuroactive steroid
gamma-aminobutyric acid (GABA) A receptor positive modulator
indicated for the treatment of postpartum depression in adults.
This does not include all the information needed to use ZURZUVAE
safely and effectively. See full prescribing information for
ZURZUVAE.
ZURZUVAE may cause serious side effects, including decreased
awareness and alertness, which can affect your ability to drive
safely or safely do other dangerous activities. Do not drive,
operate machinery, or do other dangerous activities until at least
12 hours after taking each dose. You may not be able to tell on
your own if you can drive safely or tell how much ZURZUVAE is
affecting you. ZURZUVAE may cause central nervous system (CNS)
depressant effects including sleepiness, drowsiness, slow thinking,
dizziness, confusion, and trouble walking. Taking alcohol, other
medicines that cause CNS depressant effects such as
benzodiazepines, or opioids while taking ZURZUVAE can make these
symptoms worse and may also cause trouble breathing. ZURZUVAE is a
federally controlled substance schedule IV because it contains
zuranolone, which can be abused or lead to dependence. Tell your
healthcare provider right away if you become pregnant or plan to
become pregnant during treatment with ZURZUVAE. You should use
effective birth control (contraception) during treatment with
ZURZUVAE and for 1 week after the final dose. ZURZUVAE and other
antidepressant medicines may increase the risk of suicidal thoughts
and actions in people 24 years of age and younger. ZURZUVAE is not
for use in children. The most common side effects of ZURZUVAE
include sleepiness or drowsiness, dizziness, common cold, diarrhea,
feeling tired, weak, or having no energy, and urinary tract
infection.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250126284706/en/
Investor Ashley Kaplowitz Ashley.Kaplowitz@sagerx.com
Media Francesca Dellelci
Francesca.Dellelci@sagerx.com
Tim Lynch / Jed Repko Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Sage Therapeutics (NASDAQ:SAGE)
過去 株価チャート
から 1 2025 まで 2 2025
Sage Therapeutics (NASDAQ:SAGE)
過去 株価チャート
から 2 2024 まで 2 2025