Tender Offer - Jazz Pharmaceuticals plc

Form Type: 8-K

Filing Date: 2025-03-05

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525046226

Filing Summary: On March 4, 2025, Jazz Pharmaceuticals plc entered into a Merger Agreement with Pinetree Acquisition Sub, Inc., a wholly owned indirect subsidiary of Jazz, and Chimerix, Inc. According to the agreement, Pinetree will commence a tender offer by March 24, 2025, to purchase all outstanding shares of Chimerix's common stock for $8.55 per share in cash. The offer will be open for 20 business days. The completion of the tender offer is contingent on several conditions, including obtaining a minimum of 50% of the shares, accuracy of Chimerix’s representations, compliance with covenants, and completion of regulatory approvals. Following the tender offer, Pinetree will merge with Chimerix, with Chimerix continuing as a wholly owned subsidiary of Jazz. Chimerix's board has unanimously determined that the merger and related transactions are in its best interest. A termination fee of $35 million will apply if Chimerix accepts a superior offer. A joint press release regarding the execution of the merger agreement was issued on March 5, 2025.