Exhibit 99.1
Sage Therapeutics Board of Directors Initiates Review of Strategic Alternatives and Rejects Biogen’s
Unsolicited Acquisition Proposal
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
CAMBRIDGE, Mass., Jan. 27, 2025 – 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,