Jazz Pharmaceuticals plc

Item 1.01 Entry into a Material Definitive Agreement. On March 4, 2025, Jazz Pharmaceuticals Public Limited Company (“Jazz”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pinetree Acquisition Sub, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Jazz (“Purchaser”), and Chimerix, Inc., a Delaware corporation (“Chimerix”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Purchaser will commence a tender offer (the “Offer”) no later than March 24, 2025, to purchase all of the outstanding shares of the common stock, par value $0.001 per share, of Chimerix (“Common Stock”) at a price of $8.55 per share, payable in cash at closing, without interest and subject to reduction for any applicable withholding taxes (the “Offer Price”). The Offer will remain open for 20 business days, subject to extension under certain circumstances. The obligation of Purchaser to purchase shares of Common Stock tendered in the Offer is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including (i) that there have been validly tendered and not validly withdrawn shares of Common Stock that, considered together with all other shares of Common Stock, if any, beneficially owned by Jazz and its affiliates (as defined in Section 251(h)(6)(a) of the Delaware General Corporation Law, as amended (the “DGCL”)), represent one more share of Common Stock than 50% of the total number of shares of Common Stock outstanding at the time of the expiration of the Offer (the “Minimum Condition”); (ii) the accuracy of the representations and warranties of Chimerix contained in the Merger Agreement, subject to customary thresholds and exceptions; (iii) Chimerix’s compliance with, and performance of, in all material respects its covenants and agreements contained in the Merger Agreement; (iv) the absence of a Material Adverse Effect (as defined in the Merger Agreement); (v) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and (vi) other customary conditions set forth in Annex I to the Merger Agreement. Following the consummation of the Offer, subject to the conditions set forth in the Merger Agreement, and in accordance with the DGCL, Purchaser will merge with and into Chimerix, with Chimerix as the surviving corporation and becoming a wholly owned indirect subsidiary of Jazz (the “Merger”). At the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any further action on the part of Jazz, Purchaser, Chimerix or any stockholder of Chimerix, each share of Common Stock (other than (a)(i) shares of Common Stock held immediately prior to the Effective Time by Chimerix (including in Chimerix’s treasury), (a)(ii) any shares of Common Stock held immediately prior to the Effective Time by Jazz or Purchaser, (b) any shares of Common Stock held immediately prior to the Effective Time by any direct or indirect wholly owned subsidiary of Jazz (other than Purchaser) or of Chimerix, and (c) shares of Common Stock held by stockholders of Chimerix who have properly exercised and perfected their statutory rights of appraisal under the DGCL) will be converted into the right to receive an amount equal to the Offer Price, without any interest thereon and subject to any withholding of applicable taxes. The Merger Agreement includes customary representations, warranties and covenants of Jazz, Purchaser and Chimerix for a transaction of this nature, including covenants regarding the operation of Chimerix’s business prior to the Effective Time. Chimerix has agreed to customary restrictions on its ability to solicit alternative acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding acquisition proposals. Notwithstanding these restrictions, Chimerix may under certain circumstances provide information to and participate in discussions or negotiations with third parties with respect to an unsolicited bona fide written acquisition proposal that the board of directors of Chimerix determines in good faith, after consultation with its financial advisors and outside legal counsel, constitutes or would reasonably be expected to lead to a Superior Offer (as defined in the Merger Agreement), if failing to do so would be inconsistent with the board of director’s fiduciary duties under applicable law. The Merger Agreement also provides that, in connection with the termination of the Merger Agreement under specified circumstances, including termination by Chimerix to accept and enter into an agreement with respect to a Superior Offer, Chimerix will be required to pay Jazz a termination fee in the amount of $35,000,000 in cash. The board of directors of Chimerix has unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger are fair to and in the best interest of Chimerix and its stockholders, (ii) declared it advisable that Chimerix enters into the Merger Agreement, (iii) approved the execution, delivery and performance by Chimerix of the Merger Agreement and the consummation by Chimerix of the Transactions (as defined in the Merger Agreement), including the Offer and the Merger, (iv) resolved that the Merger shall be effected under Section 251(h) of the DGCL and (v) resolved to recommend that Chimerix stockholders accept the Offer and tender their shares of Common Stock to Purchaser pursuant to the Offer, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Merger Agreement has been included to provide investors with information regarding its terms and is not intended to provide any factual information about Jazz or Chimerix. The Merger Agreement contains representations, warranties, covenants and agreements, which were made only for purposes of such agreement and as of specified dates. The representations and warranties in the Merger Agreement reflect negotiations between the parties to the Merger Agreement and are not intended as statements of fact to be relied upon by Jazz’s stockholders. In particular, the representations, warranties, covenants and agreements in the Merger Agreement may be subject to limitations agreed by the parties, including having been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, and having been made for purposes of allocating risk among the parties rather than establishing matters of fact. In addition, the parties may apply standards of materiality in a way that is different from what may be viewed as material by investors. As such, the representations and warranties in the Merger Agreement may not describe the actual state of affairs at the date they were made or at any other time and you should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, and unless required by applicable law, Jazz undertakes no obligation to update such information.

Item 7.01 Regulation FD Disclosure. On March 5, 2025, Jazz and Chimerix issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The information contained in this Item 7.01 of this report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the SEC made by Jazz regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.