aibioJazz Pharmaceuticals agrees to acquire Chimerix for $8.55 per share in cash
Tickers JAZZ
Jazz Pharmaceuticals agreed to buy Chimerix for $8.55 a share in cash, about $935 million in total, through a tender offer. The main asset, dordaviprone, is still awaiting an FDA decision, and Chimerix owes Jazz a $35 million fee in some cases if it accepts a rival offer.
Key facts
- Company
- Jazz Pharmaceuticals plc (NASDAQ: JAZZ)
- News type
- Mergers
- Primary source
- Jazz Pharmaceuticals plc Form 8-K filed March 5, 2025 (SEC EDGAR)
Jazz Pharmaceuticals plc (Nasdaq: JAZZ) agreed on March 4, 2025 to acquire Chimerix, Inc. (Nasdaq: CMRX) for $8.55 a share in cash. The companies' joint press release puts the total consideration at about $935 million and says the price is about a 72% premium to Chimerix's closing price on March 4, 2025. Jazz disclosed the merger agreement in a Form 8-K filed March 5, 2025. The companies expect the deal to close in the second quarter of 2025.
How the deal is structured
Jazz will act through Pinetree Acquisition Sub, Inc., a Delaware corporation and indirect subsidiary that the filing calls the Purchaser. The Purchaser must start the tender offer no later than March 24, 2025. The offer pays $8.55 a share in cash, without interest and less any withholding taxes. It stays open for 20 business days, and that period can be extended in certain circumstances.
The offer requires more than 50% of Chimerix's outstanding common stock to be tendered, counting shares that Jazz and its affiliates already own. Other conditions include the accuracy of Chimerix's representations, its compliance with its covenants, the absence of a material adverse effect, and the end of the Hart-Scott-Rodino antitrust waiting period.
If the offer succeeds, the Purchaser merges into Chimerix, which survives as a wholly owned indirect subsidiary of Jazz. Remaining shares convert into the same $8.55 in cash, except shares held by stockholders who properly exercise appraisal rights under Delaware law. The merger is to be effected under Section 251(h) of the Delaware General Corporation Law.
Protections and the termination fee
Chimerix agreed to limits on soliciting rival proposals. Its board may engage with an unsolicited, bona fide written proposal if it determines in good faith that the proposal is, or could reasonably lead to, a Superior Offer, and that refusing would be inconsistent with its fiduciary duties.
If the agreement ends in specified circumstances, including Chimerix terminating it to accept a Superior Offer, Chimerix must pay Jazz a termination fee of $35,000,000 in cash. The Chimerix board unanimously found the deal fair to the company and its stockholders and recommended that they tender.
The drug behind the price
Chimerix's lead clinical asset is dordaviprone, in development for H3 K27M-mutant diffuse glioma, a rare, high-grade brain tumor that most often affects children and young adults. The release says there are no FDA-approved therapies specifically for the disease, and radiation is the most common treatment.
The FDA accepted a new drug application for accelerated approval and granted Priority Review, with a target action date of August 18, 2025. The release says the drug may be eligible for a Rare Pediatric Disease Priority Review Voucher if approved. A Phase 3 trial, ACTION, in newly diagnosed patients is ongoing. The release also cites patent protection into 2037.
The release says dordaviprone has shown benefit in recurrent disease across several clinical studies, with "a consistently favorable safety profile." It gives no trial figures: no response rates, survival data, sample sizes or safety numbers. Jazz chairman and chief executive Bruce Cozadd said the company is encouraged by the clinical trial results to date, but the filing does not show those results.
Companies and advisers
Jazz is headquartered in Dublin, Ireland. Its annual report for 2024, filed February 26, 2025, lists Xywav and Epidiolex among its neuroscience products and Rylaze, Zepzelca and Ziihera among its oncology products. The companies say Jazz will fund the deal from existing cash and investments.
Guggenheim Securities is Jazz's financial adviser, and Wachtell, Lipton, Rosen & Katz is its legal adviser. Centerview Partners LLC is Chimerix's financial adviser, and Skadden, Arps, Slate, Meagher & Flom LLP and Cooley LLP are its legal advisers. Chimerix chief executive Mike Andriole said the deal "will deliver significant and certain value to our shareholders."
What could stop it
The 8-K's forward-looking statements list the risks, including uncertainty over how many Chimerix holders will tender, competing offers, regulators prohibiting or delaying the deal, litigation, and the ability to launch dordaviprone successfully if it is approved.