Following a lawsuit filed last week, Sage has officially rejected Biogen’s unsolicited buyout offer, which valued the embattled biotech at just $469 million.
Sage Therapeutics has officially rejected Biogen’s unsolicited takeover bid and will instead undergo a strategic review that could ultimately end up in a transaction of some kind.
Sage’s board unanimously rejected the bid, arguing that the proposed $469 million significantly undervalued the company and is not in the best interest of shareholders, according to a short statement posted Monday morning.
Sage’s shares have declined 71% over the past year, from $26.54 on January 29, 2024, to $7.49 today. Biogen’s proposal was for $7.22 per share.
A big part of Sage’s decline has been the failure of Biogen-partnered Zurzuvae, which was approved for post-partum depression (PPD) in August 2023, to secure a greenlight for the larger indication of major depressive disorder (MDD). Another asset in the partnership, SAGE-324 for essential tremor, was discontinued in that indication after failing to meet the primary endpoint of a Phase II study.
Outside of the Biogen partnership, Sage has had additional struggles. In November 2024, the company discontinued dalzanemdor after a third clinical failure and in October 2024, 33% of staff were sent packing.
Sage reacted to the buyout offer by suing Biogen, but until now has been mum on its exact thoughts on the proposal. Rather than accept the deal, Sage will “evaluate a broad range of opportunities to maximize value for shareholders, including but not limited to a potential strategic transaction, business combination or sale,” according to the release. There is no timeline for that process and no decisions have been made at this time, the company said.
For now, Sage intends to keep its head down and continue to work on advancing Zurzuvae as the standard of care for women with PPD, according to the release.
Analysts had been mostly unmoved by Biogen’s offer, with Truist Securities noting that it likely undervalues Zurzuvae, while William Blair said the acquisition would not be much of a growth driver for Biogen, a company that recently told BioSpace it’s not anxious to deal.
