Tender Offer - CHIMERIX INC
Form Type: SC TO-T/A
Filing Date: 2025-04-14
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525080260
Filing Summary: This document is an amendment to the Tender Offer Statement on Schedule TO filed by Pinetree Acquisition Sub, Inc., an indirect wholly owned subsidiary of Jazz Pharmaceuticals Public Limited Company, concerning the acquisition of all outstanding shares of common stock of Chimerix, Inc. The offer is set at $8.55 per share, with payment in cash and subject to withholding taxes. This amendment, which is Amendment No. 8, was filed to update certain details including a new exhibit, an Employee Communication dated April 14, 2025. The original tender offer was filed on March 21, 2025, and the terms of the offer remain largely unchanged except for the additions noted in this amendment.
Additional details:
Title Of Class: Common stock, par value $0.001 per share
Cusip Number: 16934W106
Offer Price: $8.55
Exhibit No: (a)(1)(K)
Description: Employee Communication from April 14, 2025
Form Type: SC TO-T/A
Filing Date: 2025-04-11
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525079177
Filing Summary: Amendment No. 7 to the Tender Offer Statement relates to the acquisition of Chimerix, Inc. by Pinetree Acquisition Sub, Inc., a subsidiary of Jazz Pharmaceuticals Public Limited Company. The tender offer is for all outstanding shares of Chimerix's common stock at a price of $8.55 per Share, payable in cash. This amendment updates prior filings and provides additional details concerning the tender offer, along with communication from April 11, 2025. The offer is part of a third-party tender offer under Rule 14d-1 of the Securities Exchange Act of 1934. Relevant parties such as addresses and authorities for communications are also provided in the document.
Additional details:
Title Of Class Of Securities: Common stock
Cusip Number Of Class Of Securities: 16934W106
Tender Offer Price: 8.55
Offeror: Pinetree Acquisition Sub, Inc.
Parent Of Offeror: Jazz Pharmaceuticals Public Limited Company
Date Of Offer: 2025-03-21
Form Type: SC TO-T/A
Filing Date: 2025-04-10
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525077414
Filing Summary: This document is an amendment (No. 6) to the Tender Offer Statement on Schedule TO filed by Pinetree Acquisition Sub, Inc., an indirect wholly owned subsidiary of Jazz Pharmaceuticals Public Limited Company, which pertains to the offer to purchase all outstanding shares of common stock of Chimerix, Inc. at a price of $8.55 per share in cash. The offer was initially filed on March 21, 2025, and this amendment includes updates and is filed under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934. The associated letter of transmittal and offer documents outline the terms and conditions of the tender offer.
Additional details:
Tender Offer Price: 8.55
Exhibit Description: Needham Conference Fireside Chat Transcript from April 9, 2025
Form Type: SC TO-T/A
Filing Date: 2025-04-09
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525076865
Filing Summary: Chimerix, Inc. is the subject of a tender offer by Pinetree Acquisition Sub, Inc., a wholly owned subsidiary of Jazz Pharmaceuticals Public Limited Company. This document is Amendment No. 5 to the Tender Offer Statement filed by Pinetree Acquisition on March 21, 2025, offering to acquire all outstanding shares of Chimerix common stock at a price of $8.55 per share in cash. The amendment outlines that the offer remains unchanged and includes an added exhibit featuring employee communication dated April 9, 2025. The response structure remains compliant with SEC regulations regarding third-party tender offers as per Rule 14d-1, allowing Pinetree to proceed with this acquisition initiative while maintaining transparency with the filing and communications pertaining to it.
Additional details:
Tender Offer Price: 8.55
Offeror: Pinetree Acquisition Sub, Inc.
Parent Company: Jazz Pharmaceuticals Public Limited Company
Class Of Securities: Common stock
Cusip Number: 16934W106
Executive Officer Name: Neena M. Patil
Executive Officer Title: Executive Vice President and Chief Legal Officer
Executive Officer Contact: 011-353-1-634-7800
Exhibit No: (a)(1)(J)
Form Type: SC TO-T/A
Filing Date: 2025-04-04
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525072944
Filing Summary: This document serves as Amendment No. 3 to the Tender Offer Statement on Schedule TO originally filed on March 21, 2025, by Pinetree Acquisition Sub, Inc., a wholly owned subsidiary of Jazz Pharmaceuticals Public Limited Company, concerning its offer to purchase all outstanding shares of common stock of Chimerix, Inc. for $8.55 per Share. The amendment includes updates to specific sections of the Offer to Purchase, such as procedures for accepting the offer and validating tenders, withdrawal rights, and source of funds as related to the overall financing of the offer. Notably, the offer is not subject to any financing condition, and approximately $935 million is earmarked for this purpose, which includes payments for stock options and other related expenses. The authority over determining eligibility of tenders and withdrawal notices is reserved to the Offeror, affirming their discretion in these matters. The document emphasizes finality and binding nature in their determinations while also note that shareholders may challenge such determinations in court if deemed necessary.
Additional details:
Tender Offer Price: 8.55
Total Funds Required: 935 million
Financing Condition: no
Form Type: SC 14D9/A
Filing Date: 2025-04-01
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925030562
Filing Summary: Chimerix, Inc. amends its earlier filed Solicitation/Recommendation Statement on Schedule 14D-9 regarding a tender offer by Pinetree Acquisition Sub, Inc., a wholly owned subsidiary of Jazz Pharmaceuticals, to acquire all outstanding common shares of Chimerix. The offer price for the shares is set at $8.55 per share. Important updates include confirmation that the waiting period under the HSR Act has expired as of March 31, 2025, thereby fulfilling a condition of the offer. However, the document also mentions ongoing legal challenges, including the ‘Rosenthal Complaint,’ which alleges the company's filings contain untrue statements and seek an injunction related to the transactions. Chimerix believes these legal claims lack merit and that additional demand letters regarding disclosure deficiencies may arise.
Additional details:
Name Of Subject Company: Chimerix, Inc.
Offer Price Per Share: 8.55
Merger Agreement File Date: 2025-03-14
Hsr Waiting Period Expiration: 2025-03-31
Complaint Case Name: Rosenthal v. Chimerix, Inc. et al.
Complaint Case Index: 2025-5353
Complaint Filing Date: 2025-03-31
Form Type: SC TO-T/A
Filing Date: 2025-04-01
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525070464
Filing Summary: Amendment No. 2 to the Tender Offer Statement on Schedule TO filed by Pinetree Acquisition Sub, Inc., a wholly owned subsidiary of Jazz Pharmaceuticals Public Limited Company, regarding the offer to purchase all outstanding shares of common stock of Chimerix, Inc. at a price of $8.55 per Share. The Offer is subject to conditions, including the expiration of the waiting period under the HSR Act, which has been satisfied as of March 31, 2025. The document details legal proceedings related to the tender offer, specifically a complaint filed by a Chimerix stockholder alleging untrue statements and omissions in the filings, seeking an injunction against the Transactions. As of April 1, 2025, Chimerix has received several demand letters alleging disclosure deficiencies associated with the merger announcements. There is potential for additional legal issues, but the outcomes remain uncertain.
Additional details:
Tender Offer Price: 8.55
Waiting Period Expiration Date: 2025-03-31
Legal Proceedings Details: On March 31, 2025, Chimerix and other parties were named in a complaint alleging violation of securities law.
Form Type: SC TO-T/A
Filing Date: 2025-03-28
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525066330
Filing Summary: Chimerix, Inc. is involved in a tender offer initiated by Pinetree Acquisition Sub, Inc., a subsidiary of Jazz Pharmaceuticals Public Limited Company. This amendment updates a previously filed tender offer statement related to the acquisition of all outstanding common shares of Chimerix, Inc. The purchase price for the shares is set at $8.55 per share, payable in cash without interest, with applicable withholding taxes possibly deducted. The original tender offer was filed on March 21, 2025, and this amendment incorporates changes to the attached exhibits, including an employee communication dated March 28, 2025, while retaining all other information from the prior filing. The transaction is classified as a third-party tender offer subject to Rule 14d-1 of the Securities Exchange Act of 1934.
Additional details:
Offeror: Pinetree Acquisition Sub, Inc.
Parent Company: Jazz Pharmaceuticals Public Limited Company
Purchase Price Per Share: $8.55
Cusip Number: 16934W106
Exhibit Description: Employee Communication from March 28, 2025
Form Type: SC 14D9
Filing Date: 2025-03-21
Corporate Action: Tender-offer
Type: New
Accession Number: 000110465925026402
Filing Summary: Chimerix, Inc. is filing a Solicitation/Recommendation Statement on Schedule 14D-9 in relation to a tender offer initiated by Jazz Pharmaceuticals Public Limited Company and Pinetree Acquisition Sub, Inc. for all outstanding common stock of Chimerix at an Offer Price of $8.55 per Share. The tender offer is designed as part of a Merger Agreement dated March 4, 2025, which stipulates that following the completion of the offer, Pinetree Acquisition Sub will merge into Chimerix, with Chimerix becoming the surviving entity. Through this transaction, shareholders will receive the Offer Price for their shares, while certain equity awards held by executives and employees will also provide cash payouts based on the Offer Price. The offer is set to expire on April 17, 2025, unless extended. Additional details include the treatment of outstanding options and restricted stock units in the event of the merger, which entails various forms of cash payment for shareholders and where executive officers have specific interests pertaining to the merger. A secondary filing for appraisal rights under Delaware law is also included.
Additional details:
Title Of Class Of Securities: Common Stock
Cusip Number: 16934W106
Offer Price Per Share: 8.55
Expiration Date Of Offer: 2025-04-17
Form Type: SC TO-T
Filing Date: 2025-03-21
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525059729
Filing Summary: Chimerix, Inc. is the subject company for a tender offer initiated by Pinetree Acquisition Sub, Inc., which is an indirect wholly owned subsidiary of Jazz Pharmaceuticals Public Limited Company. The tender offer provides that shareholders can exchange their shares of Chimerix common stock for $8.55 per share in cash, subject to withholding taxes. The offer is detailed in an accompanying Offer to Purchase dated March 21, 2025. The document includes various sections referencing the purpose of the offer, terms, financial aspects, and contacts for information related to the offer and the firms involved in the transaction. Additionally, multiple exhibits supporting the tender offer are attached, including a letter of transmittal and a summary advertisement published in The New York Times on the same date.
Additional details:
Name And Address: Chimerix, Inc. 2505 Meridian Parkway, Suite 100 Durham, North Carolina 27713
Contact Number: (919) 806-1074
Offer Price: $8.55
Offeror: Pinetree Acquisition Sub, Inc.
Parent Company: Jazz Pharmaceuticals Public Limited Company
Form Type: SC TO-C
Filing Date: 2025-03-06
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525048464
Filing Summary: Chimerix, Inc. is the subject of a tender offer by Pinetree Acquisition Sub, Inc., a wholly owned indirect subsidiary of Jazz Pharmaceuticals plc. The offer seeks to purchase all outstanding shares of Chimerix common stock at a price of $8.55 per share in cash. This tender offer is in relation to a merger agreement dated March 4, 2025, between the acquiring company and Chimerix. The offer is expected to commence no later than March 24, 2025, and if successful, will result in a merger in which Chimerix will remain the surviving entity. The document elaborates on the preliminary communications before the commencement of the tender offer, noting the risks and uncertainties that may affect the anticipated benefits of the acquisition and urging Chimerix's stockholders to read the tender offer materials for detailed information.
Additional details:
Title Of Class Of Securities: COMMON STOCK
Cusip Number: 16934W106
Offer Price Per Share: $8.55
Merger Agreement Date: 2025-03-04
Expected Offer Commencement Date: 2025-03-24
Form Type: SC TO-C
Filing Date: 2025-03-05
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525047301
Filing Summary: Chimerix, Inc. has filed a Tender Offer Statement (Form SC TO-C) as part of a third-party tender offer for its common stock. The offer is being made by Pinetree Acquisition Sub, Inc., a wholly owned subsidiary of Jazz Pharmaceuticals plc, to purchase all outstanding shares of Chimerix’s common stock at a price of $8.55 per share in cash. The offer is subject to various terms outlined in the Merger Agreement dated March 4, 2025. The parent company, Jazz Pharmaceuticals, plans to initiate the tender offer no later than March 24, 2025. If the tender offer is successful, Pinetree Acquisition Sub will be merged with Chimerix, with Chimerix continuing as the surviving entity. The filing also includes forward-looking statements regarding the anticipated benefits and risks associated with the acquisition, as well as details on regulatory approvals and potential competition. The communication serves as a preliminary announcement to manage shareholder expectations ahead of the tender offer materials that will follow. Stakeholders are advised to carefully review the tender offer documents and recommendation statements that will be issued.
Additional details:
Title Of Class Of Securities: COMMON STOCK
Cusip Number: 16934W106
Offer Price Per Share: 8.55
Merger Agreement Date: 2025-03-04
Tentative Offer Commencement Date: 2025-03-24
Offeror: Pinetree Acquisition Sub, Inc.
Parent Company: Jazz Pharmaceuticals plc
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