v3.26.1
Sage Acquisition (Tables)
3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Purchase Price Allocation
The following preliminary purchase price allocation table presents the Company' preliminary estimates of the fair value of assets acquired and liabilities assumed as of the Sage Closing Date (unaudited, dollars in thousands):
As Initially Reported (a)
Measurement Period Adjustments (b)
As Adjusted
Cash and cash equivalents$243,197 — 243,197 
Marketable securities
93,181 — 93,181 
Accounts receivable, net23,291 — 23,291 
Inventories, net (c)
50,714 1,897 52,611 
Prepaid expenses and other current assets (c)
18,674 (2,094)16,580 
Restricted cash
1,450 — 1,450 
Operating lease asset (d)
5,630 (520)5,110 
Intangible assets (e)
166,500 (23,600)142,900 
Deferred income tax assets, net (f)
— 46,698 46,698 
Other assets1,102 — 1,102 
Total fair value of assets acquired603,739 22,381 626,120 
Accounts payable and accrued liabilities 44,232 — 44,232 
Other liabilities (g)
— 23,969 23,969 
Operating lease liability12,380 — 12,380 
Total fair value of liabilities assumed56,612 23,969 80,581 
Total identifiable net assets547,127 (1,588)545,539 
Goodwill2,061 1,588 3,649 
Total purchase price$549,188 $— $549,188 
Cash consideration paid for Sage's common stock
$533,667 $— $533,667 
Cash consideration paid for cash settlement of Sage's equity awards
4,073 — 4,073 
Fair value of contingent consideration
11,448 — 11,448 
Total purchase price
$549,188 $— $549,188 
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(a) Amounts were initially reported within the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 6, 2025.
(b) Measurement period adjustments reflect changes based on information related to the facts and circumstances that existed as of the acquisition date.
(c) Measurement period adjustment related to the refinement of the acquired inventory population.
(d) Refinement of the estimate of fair value of the right of use asset associated with the acquired Sage headquarters lease. Refer to Note 13, Leases
(e) Measurement period adjustments to intangible assets are primarily due to update in inputs and assumptions based on information related to the facts and circumstances that existed as of the acquisition date.
(f) Represents the preliminary income tax impact of the transaction.
(g) Measurement period adjustment related to the Company's accounting policy related to the collaboration arrangement with Biogen.
Schedule of Acquired Intangible Assets
The following table summarizes the purchase price allocation, and the average remaining useful lives for identifiable intangible assets (unaudited, dollars in thousands):
Fair Value
Estimated Useful Lives
(in years)
Acquired developed technology and product rights$142,900 8
Total intangible assets$142,900