M&A - Jazz Pharmaceuticals plc

Form Type: 8-K/A

Filing Date: 2025-03-05

Corporate Action: Merger

Type: Update

Accession Number: 000119312525047189

Filing Summary: Jazz Pharmaceuticals plc is filing Amendment No. 1 on Form 8-K/A due to a typographical error found in the original filing related to the Agreement and Plan of Merger dated March 4, 2025, involving Jazz Pharmaceuticals, Pinetree Acquisition Sub, Inc., and Chimerix, Inc. This amendment replaces Exhibit 2.1 to correct the error. The original disclosures remain unchanged except for this correction. This merger agreement indicates a strategic move by Jazz Pharmaceuticals to acquire Chimerix, Inc.

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Form Type: SC TO-C

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525046231

Filing Summary: On March 4, 2025, Jazz Pharmaceuticals Public Limited Company entered into an Agreement and Plan of Merger with Pinetree Acquisition Sub, Inc., a wholly owned subsidiary of Jazz, and Chimerix, Inc. Jazz will commence a tender offer to acquire all outstanding shares of Chimerix's common stock at a price of $8.55 per share, payable in cash. This Offer will be open for 20 business days and is subject to conditions including the valid tendering of more than 50% of shares. The merger will occur after the tender offer and Chimerix will become a wholly owned subsidiary of Jazz. Chimerix has agreed to restrictions on soliciting other offers but may discuss with third parties under certain circumstances. The board of directors of Chimerix has unanimously determined that the Merger Agreement is fair and advisable. The proposed transaction is intended to enhance Jazz's offerings in oncology and the tender offer materials will be made available to Chimerix's stockholders soon.

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Form Type: SC TO-C

Filing Date: 2025-03-05

Corporate Action: Merger

Type: Update

Accession Number: 000119312525047198

Filing Summary: Jazz Pharmaceuticals plc is amending its Form 8-K initially filed on March 5, 2025, to correct a typographical error in the Agreement and Plan of Merger involving the acquisition of Chimerix, Inc. by Pinetree Acquisition Sub, a subsidiary of Jazz Pharmaceuticals. The merger will involve a tender offer for all outstanding shares of Chimerix at a price of $8.55 per share. This merger will lead to Chimerix becoming a wholly-owned subsidiary of Jazz Pharmaceuticals. The board of directors of Jazz has determined that this transaction is in the best interest of its shareholders, advising them to tender their shares as per the terms set forth in the amended agreement, thus simplifying the documentation process while ensuring compliance with legal requirements and maintaining transparency with stakeholders.

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