Sage emphasised that there is no certainty the proposal from Biogen will result in a transaction. Credit: skynesher via Getty Images.

Biogen has made an unsolicited offer to acquire its partner Sage Therapeutics following a year of significant challenges for the latter.

The deal, which values Sage at $7.22 per share, represents a 30% premium over the company’s closing share price of $5.55 on 10 January, when Sage confirmed the receipt of the acquisition proposal. Earlier today [13 January] Sage’s stock increased by 38.7% when the markets opened.

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In a regulatory filing, Sage said its board would “carefully review and evaluate” the offer. However, Sage emphasised that there is no certainty the proposal from Biogen will result in a transaction.

The potential deal news comes as the major investor meeting—JP Morgan Healthcare Conference—started today. While Biogen is set to present on 14 January, Sage is due take the stage on 15 January.

The proposed acquisition comes as Sage grapples with a sharp decline in its market value, with shares falling 70% over the last year. The setbacks include disappointing clinical trial results, a reduced US Food and Drug Administration (FDA) approval for its flagship depression drug Zurzuvae (zuranolone), and substantial layoffs.

Zurzuvae, developed jointly by Biogen and Sage, gained FDA approval in August 2023 as the first oral treatment for postpartum depression (PPD). While the news was welcomed by health charities, the approval was only limited to PPD while the company’s plans for the drug stumbled in the broader indication of major depressive disorder (MDD), where it received a a complete response letter (CRL) . The FDA response cited the need for an additional trial or multiple studies to generate evidence on Zurzuvae’s efficacy in MDD. In late 2024, Sage announced that it would abandon the MDD indication for Zurzuvae entirely.

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According to GlobalData’s Pharma Intelligence Center, Zurzuvae is forecast to generate $656m in sales by 2030.

GlobalData is the parent company of Pharmaceutical Technology.

The FDA’s restrictive decision was followed by other blows to Sage’s pipeline. The Phase II DIMENSION clinical trial (NCT05107128) of dalzanemdor (SAGE-718), a small molecule therapy, failed to meet its primary and secondary endpoints in a Huntington’s disease trial, with Sage halting plans to further develop the candidate.

In October 2024, Sage responded to its financial and strategic challenges by implementing a restructuring plan. This included laying off 165 employees – representing 55% of its research and development staff and 33% of its total workforce – to extend its cash reserves and support the launch of Zurzuvae in PPD.