Tender Offer - CHIMERIX INC
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.
Document Link: View Document
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.
Document Link: View Document
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.
Document Link: View Document
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.
Document Link: View Document
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
Comments
No comments yet. Be the first to comment!