M&A - Jazz Pharmaceuticals plc

Form Type: 10-Q

Filing Date: 2025-05-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000123252425000027

Filing Summary: On March 4, 2025, Jazz Pharmaceuticals plc entered into a definitive agreement to acquire Chimerix, Inc., a biopharmaceutical company focused on developing novel medicines to treat cancer. The acquisition, named the Chimerix Transaction, is anticipated to enhance Jazz Pharmaceuticals' product pipeline and strengthen its position in the oncology market. The agreement includes various customary terms and conditions typical for acquisitions of this nature. Jazz Pharmaceuticals also has ongoing litigation concerning the acquisition, including shareholder lawsuits related to the Chimerix merger, but these do not name Jazz Pharmaceuticals as a defendant. The document further outlines financial performance metrics for the quarter ending March 31, 2025, including revenue from product sales and other key financial indicators as well as management's strategic vision for future operations.

Form Type: 8-K

Filing Date: 2025-04-21

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525087233

Filing Summary: On April 21, 2025, Jazz Pharmaceuticals plc completed the acquisition of Chimerix, Inc. The acquisition was facilitated through a tender offer executed by Pinetree Acquisition Sub, Inc., a subsidiary of Jazz, for all outstanding shares of Chimerix at a price of $8.55 per share. The tender offer expired on April 17, 2025, and all validly tendered shares were accepted for payment. Following the completion of the tender offer, Jazz merged with Chimerix, resulting in Chimerix continuing as a wholly owned subsidiary of Jazz. Shares that were not tendered were canceled and converted into the right to receive the offer price, subject to certain exceptions described in the report. A press release detailing the acquisition was attached as an exhibit.

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.

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.

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.