Current Report · Items 7.01, 8.01, 9.01 · 8-K
Jazz Pharmaceuticals plc
JAZZNASDAQEQUITYCurrent
Regulation FD Disclosure · Other Events
Item 7.01 Regulation FD Disclosure. On April 21, 2025, Jazz Pharmaceuticals Public Limited Company, an Irish public limited company (“Jazz”) issued a press release announcing the completion of the acquisition of Chimerix, Inc., a Delaware corporation (“Chimerix”). A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.…
Filed Apr 21, 2025Accepted Apr 21, 2025, 4:14 PM EDTCIK 1232524Accession 0001193125-25-087233
Company context
global biopharma company whose purpose is to innovate to transform the lives of patients and their families. We are dedicated to developing life-changing medicines for people with rare disease - often with limited or no therapeutic options. We have a diverse portfolio of medicines, including leading therapies addressing epilepsies, cancers and sleep disorders. Our patient-focused and science-driven approach powers pioneering research and development advancements across our robust pipeline of innovative therapeutics. Jazz is headquartered in Dublin, Ireland with research and development laboratories, manufacturing facilities and employees in multiple countries committed to serving patients worldwide. Please visit www.jazzpharmaceuticals.com for more information.
Current securities
Disclosure sections
Items 7.01, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On April 21, 2025, Jazz Pharmaceuticals Public Limited Company, an Irish public limited company (“Jazz”) issued a press release announcing the completion of the acquisition of Chimerix, Inc., a Delaware corporation (“Chimerix”). A copy of the 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 the Company regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On April 21, 2025, the Company completed its previously announced acquisition of Chimerix.
The tender offer by Pinetree Acquisition Sub, Inc., a Delaware corporation (“Purchaser”), an indirect wholly owned subsidiary of Jazz, for all of the outstanding shares of common stock, par value $0.001 per share, of Chimerix (the “Shares”) expired at one minute after 11:59 p.m., Eastern Time, on April 17, 2025. Jazz has accepted for payment of $8.55 per Share, in cash, without interest and subject to reduction for any applicable withholding taxes (the “Offer Price”), all Shares that were validly tendered and not validly withdrawn.
Following its acceptance of the tendered Shares, Jazz completed the acquisition through a merger of Purchaser with and into Chimerix (the “Merger”). As a result of the Merger, the separate existence of Purchaser ceased, and Chimerix continued as the surviving corporation and an indirect wholly owned subsidiary of Jazz. In connection with the Merger, all Shares not validly tendered (other than (a)(i) Shares held immediately prior to the effective time of the Merger by Chimerix (including in Chimerix’s treasury), (a)(ii) any Shares held immediately prior to the effective time of the Merger by Jazz or Purchaser, (b) any Shares held immediately prior to the effective time of the Merger by any direct or indirect wholly owned subsidiary of Jazz (other than Purchaser) or of Chimerix, and (c) any Shares held by stockholders of Chimerix who have properly exercised and perfected their statutory rights of appraisal under the DGCL) have been canceled and converted into the right to receive the Offer Price.
Filed exhibits (1)
EX-99.1 (by filename) d887871dex991.htmEX-99.1
2
d887871dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Jazz Pharmaceuticals Completes Acquisition of Chimerix
-Addition of dordaviprone strengthens Jazz’s late-stage oncology pipeline and reinforces
commitment to addressing rare diseases with significant unmet need-
DUBLIN, April 21, 2025 - Jazz Pharmaceuticals plc (Nasdaq: JAZZ) (“Jazz” or the “Company”) today announced the successful
completion of its acquisition of Chimerix, Inc. (“Chimerix”) for approximately $935 million in cash. Chimerix is now a wholly owned subsidiary of Jazz.
“Bringing Chimerix into Jazz adds a novel medicine to our oncology portfolio and advances our efforts to address unmet patient needs,” said Bruce
Cozadd, chairman and chief executive officer of Jazz. “Dordaviprone has the potential to become the first and only FDA-approved therapy for patients with H3 K27M-mutant diffuse glioma and offers a
promising near-term commercial opportunity, if approved. We are excited to welcome Chimerix’s talented team as we collectively continue to advance dordaviprone, leveraging our development and commercial capabilities to deliver this therapy to
patients as soon as the second half of this year.”
The addit…
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