Jazz Pharmaceuticals completes acquisition of Chimerix for about $935 million in cash

Jazz Pharmaceuticals plc (Nasdaq: JAZZ) completed its acquisition of Chimerix, Inc. on April 21, 2025, for approximately $935 million in cash, according to its press release. The company reported the closing in a Form 8-K and a press release filed that day. Chimerix is now a wholly owned subsidiary of Jazz. The deal closed after a tender offer expired on April 17, 2025.

What the filing says

In Item 8.01, Jazz says it completed its previously announced acquisition of Chimerix on April 21, 2025. The tender offer was made by Pinetree Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Jazz. It covered all outstanding Chimerix common stock and expired at one minute after 11:59 p.m., Eastern Time, on April 17, 2025.

Jazz says it accepted for payment all shares that were validly tendered and not validly withdrawn. The price was $8.55 per share in cash, without interest and subject to reduction for any applicable withholding taxes.

How the merger closed

After accepting the tendered shares, Jazz completed the acquisition through a merger of Pinetree Acquisition Sub into Chimerix. The separate existence of the purchaser ceased. Chimerix continued as the surviving corporation and an indirect wholly owned subsidiary of Jazz.

Shares that were not tendered were canceled and converted into the right to receive the $8.55 offer price. The exceptions are shares held by Chimerix itself, by Jazz, the purchaser or their wholly owned subsidiaries, and by stockholders who properly perfected statutory appraisal rights under the DGCL.

Executive Vice President & Chief Financial Officer Philip Johnson signed the Form 8-K for Jazz.

The drug Jazz acquired

The press release centers on dordaviprone (ONC201), a first-in-class small molecule that Jazz says targets the mitochondrial protease ClpP and dopamine receptor D2. It is in development for H3 K27M-mutant diffuse glioma. The FDA is reviewing it under Priority Review, with a Prescription Drug User Fee Act action date set for August 18, 2025. Jazz says that if the therapy is approved in the U.S., it may be eligible for a Rare Pediatric Disease Priority Review Voucher.

Dordaviprone is also being studied in the ongoing Phase 3 ACTION trial in newly diagnosed, non-recurrent H3 K27M-mutant diffuse glioma patients following radiation treatment. Jazz says the trial could extend its use into the first-line setting.

Bruce Cozadd, chairman and chief executive officer of Jazz, said the company and the Chimerix team will continue to advance dordaviprone and deliver it to patients as soon as the second half of this year.

The release's own risk language says the FDA may not approve the Chimerix new drug application for dordaviprone in a timely manner or at all, that integration may be more difficult, time-consuming or costly than expected, and that the expected benefits may not be realized.

The buyer's own pressures

Jazz is headquartered in Dublin, Ireland. In its annual report on Form 10-K, filed February 26, 2025, it describes a global biopharmaceutical company with marketed medicines for sleep disorders and epilepsy and a growing portfolio of cancer treatments, led by Xywav, Epidiolex, Rylaze and Zepzelca.

The same report details pressure on those products. It says Xywav and Xyrem face competition from Avadel's Lumryz, a once-nightly high-sodium oxybate launched in the U.S. in June 2023, and that Jazz and Avadel are engaged in litigation it cannot predict the outcome of. Authorized generic versions of high-sodium oxybate, from a wholly owned subsidiary of Hikma since January 2023 and from Amneal since July 2023, have negatively impacted and are expected to continue to negatively impact Xyrem and Xywav sales. Generic filers have also sought approval of versions of Epidiolex, which led Jazz to file patent suits in January 2023, and of Zepzelca, which led to suits in September 2024.

The report lists substantial debt among its risks, and its defined terms refer to $1.5 billion of 4.375% senior secured notes due 2029 and a revolving credit facility amended to $885.0 million with a maturity date of November 26, 2029.

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