Jazz Pharmaceuticals plc SC TO-C, filed Mar 6, 2025
Jazz Pharmaceuticals plc (JAZZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Chimerix, Inc.
(Name of Subject Company)
Pinetree Acquisition Sub, Inc.
(Offeror)
Jazz Pharmaceuticals plc
(Parent of Offeror)
(Names of Filing Persons)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
16934W106
(CUSIP Number of Class of Securities)
Neena M. Patil
Executive Vice President and Chief Legal Officer
Fifth Floor, Waterloo Exchange
Waterloo Road, Dublin 4, Ireland D04 E5W7
011-353-1-634-7800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Mark Gordon
Victor Goldfeld
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee* | |
| Not applicable. | Not applicable. | |
| * | A filing fee is not required with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
| ☐ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: Not applicable. | Filing Party: Not applicable. | |
| Form or Registration No.: Not applicable. | Date Filed: Not applicable. |
| ☒ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| Check | the appropriate boxes below to designate any transactions to which the statement relates: |
| ☒ | third-party tender offer subject to Rule 14d-1. |
| ☐ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This filing relates solely to preliminary communications made before the commencement of a tender offer (the “Offer”) by Pinetree Acquisition Sub, Inc., a Delaware corporation (“Purchaser”) and wholly owned indirect subsidiary of Jazz Pharmaceuticals Public Limited Company, an Irish public limited company (“Parent”), to purchase all of the outstanding shares of common stock, par value $0.001 per share (“Shares”), of Chimerix, Inc., a Delaware corporation (the “Chimerix”), at a price per share of $8.55, payable in cash at closing, without interest and subject to reduction for any applicable withholding taxes, pursuant to the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of March 4, 2025, by and among Parent, Purchaser and Chimerix (the “Merger Agreement”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Parent has agreed to cause Purchaser to commence the Offer no later than March 24, 2025. If successful, following completion of the Offer and subject to the terms and conditions of the Merger Agreement, Purchaser will be merged with and into the Company (the “Merger”) pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company continuing as the surviving corporation in the Merger.
Forward-Looking Statements
This communication contains forward-looking statements that involve risks and uncertainties relating to future events and the future performance of Jazz Pharmaceuticals plc. (“Jazz”) and Chimerix, Inc. (“Chimerix”), including statements regarding Jazz’s proposed acquisition of Chimerix, the anticipated occurrence, manner and timing of the proposed tender offer, the closing of the proposed acquisition and the prospective benefits of the proposed acquisition, including benefits from dordaviprone’s potential to improve the standard of care for a rare oncology disease and also contribute durable revenue beginning in the near-term; dordaviprone’s potential to rapidly become a standard of care and a meaningful therapy for patients with limited treatment options; the potential for a near-term commercial launch of dordaviprone in the U.S. if approved; the potential of the ongoing Phase 3 ACTION trial to confirm clinical benefit of dordaviprone in recurrent H3 K27M-mutant diffuse glioma and extend its use in first-line patients; dordaviprone potentially being eligible for a Rare Pediatric Disease PRV; Jazz’s anticipated source of funds for the proposed acquisition; and other statements that are not historical facts. Actual results could differ materially from those anticipated in these forward-looking statements. Except as required by law, each of Jazz and Chimerix assume no obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise. These statements, which represent each of Jazz’s and Chimerix’s current expectations or beliefs concerning various future events that are subject to significant risks and uncertainties, may contain words such as “may,” “will,” “would,” “could,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “project,” “seek,” “should,” “strategy,” “future,” “opportunity,” “potential” or other similar words and expressions indicating future results. Risks that may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing of the tender offer; uncertainties as to how many of Chimerix’s stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay, or refuse to grant approval for the consummation of the transaction (or only grant approval subject to adverse conditions or limitations); the difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; the possibility that the transaction does not close; risks related to the parties’ ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits from the proposed acquisition will not be realized or will not be realized within the expected time period and that Jazz and Chimerix will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the risk that competing offers or acquisition proposals will be made; the effects of the transaction on relationships with employees, customers, suppliers, other business partners or governmental entities; negative effects of this announcement or the consummation of the proposed acquisition on the market price of Jazz’s ordinary shares or Chimerix’s common stock and/or Jazz’s or Chimerix’s operating results; significant transaction costs; unknown or inestimable liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition; Jazz’s ability to fund the acquisition with existing cash and investments; effectively launching and commercializing products and product candidates such as dordaviprone, if approved; the successful completion of development and regulatory activities with respect to dordaviprone; obtaining and maintaining adequate coverage and reimbursement for Jazz’s or Chimerix’s products; the time-consuming and uncertain regulatory approval process, including the risk that Chimerix’s NDA for dordaviprone seeking accelerated approval for treatment of H3 K27M-mutant diffuse glioma in adult and pediatric patients with progressive disease following prior therapy may not be approved by FDA in a timely manner or at all, and that Chimerix and/or Jazz may not receive a Rare Pediatric Disease PRV upon potential approval of dordaviprone; the costly and time-consuming pharmaceutical product development and the uncertainty of clinical success, including risks related to failure or delays in successfully initiating or completing clinical trials and assessing patients, including with respect to current and planned future clinical trials of dordaviprone; global economic, financial, and healthcare system disruptions and the current and potential future negative impacts to Jazz’s or Chimerix’s business operations and financial results; the sufficiency of Jazz’s or Chimerix’s cash flows and capital resources; Jazz’s or Chimerix’s ability to achieve targeted or expected future financial performance and results and the uncertainty of future tax, accounting and other provisions and estimates; and other risks and uncertainties affecting Jazz and Chimerix, including those described from time to time under the caption “Risk Factors” and elsewhere in their respective filings and reports with the U.S. Securities and Exchange Commission (the “SEC”), including Jazz’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Chimerix’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as well as the Tender Offer Statement on Schedule TO and related tender offer documents to be filed by Jazz and its acquisition subsidiary, Pinetree Acquisition Sub, Inc., and the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by Chimerix. Any forward-looking statements are made based on the current beliefs and judgments of Jazz’s and Chimerix’s management, and the reader is cautioned not to rely on any forward-looking statements made by Jazz or Chimerix. Except as required by law, Jazz and Chimerix do not undertake any obligation to update (publicly or otherwise) any forward-looking statement, including without limitation any financial projection or guidance, whether as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
The tender offer referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Chimerix, Jazz or its acquisition subsidiary, Pinetree Acquisition Sub, Inc., is expected to file with the SEC upon the commencement of the tender offer. The solicitation and offer to tender and the offer to buy Chimerix stock will only be made pursuant to a tender offer statement on Schedule TO, including an Offer to Purchase and related tender offer materials that Jazz and its acquisition subsidiary, Pinetree Acquisition Sub, Inc. is expected to file with the SEC. At the time the tender offer is commenced, Jazz and its acquisition subsidiary will file a Tender Offer Statement on Schedule TO and thereafter Chimerix is expected to file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. CHIMERIX’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ CAREFULLY THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF CHIMERIX SECURITIES AND OTHER INVESTORS SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal, certain other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be made available to all stockholders of Chimerix at no expense to them and will also be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting either Jazz or Chimerix. Copies of the documents filed with the SEC by Chimerix will be available free of charge on Chimerix’s website at https://www.chimerix.com or by contacting Chimerix at IR@chimerix.com. Copies of the documents filed with the SEC by Jazz will be available free of charge on Jazz’s website at https://investor.jazzpharma.com or by contacting Jazz’s Investor Relations Department at investorinfo@jazzpharma.com.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, Jazz and Chimerix each file annual, quarterly and current reports, proxy statements and other information with the SEC, which are available to the public over the internet at the SEC’s website at http://www.sec.gov.
If the tender offer is terminated and the transaction is to be effected by merger only, in which case, the approval of Chimerix stockholders must be obtained, Jazz, Chimerix and their respective directors and executive officers may be deemed to be participants in any such solicitation of proxies from Chimerix’s stockholders in connection with the proposed transaction. Information regarding Jazz’s directors and executive officers is available in its proxy statement that was filed with the SEC; information regarding Chimerix’s directors and executive officers is available in its proxy statement that was filed with the SEC. Other information regarding potential participants in any such proxy solicitation will be contained in any proxy statement filed in connection with the transaction.
EXHIBIT INDEX
| Exhibit No. | Description | |||
| 99.1 | Infographic from March 6, 2025 | |||
Exhibit 99.1
Jazz’s Proposed Acquisition of Chimerix to Further Diversify Oncology Portfolio Reinforces commitment to bringing medicines to patients with significant unmet needs Significant Anticipated Strategic and Financial Benefits Transaction Terms Strong strategic fit: Will strengthen Jazz’s presence in the rare oncology space ~$935 million total consideration Anticipated near-term launch: Expect US launch of dordaviprone, if approved, as early as second half of 2025, leveraging Jazz’s existing commercial capabilities $8.55 Durable revenue stream: Will create an additional per share in cash durable revenue opportunity for Jazz with patent protection expected into 2037, with potential to receive patent term extension Expected to close in the second quarter of 2025 Limited Options to Treat H3 K27M-Mutant Diffuse Glioma —Rare, high-grade brain tumor most commonly affects children and young adults “ Adding dordaviprone to our —Patient population with significant unmet need oncology R&D pipeline will further —No other FDA approved therapies specifically for patients with diversify our portfolio with a H3 K27M-mutant diffuse glioma medicine that addresses a significant unmet need with no other Dordaviprone Has Potential FDA-approved therapies and limited to Become a Standard of Care treatment options for this patient population. If approved, —Novel first-in-class small molecule treatment in development for dordaviprone has the potential to patients with H3 K27M-mutant diffuse glioma rapidly become a standard of care —Patient benefit observed across several clinical studies for a rare oncology disease and also —Consistently favorable safety profile observed in clinical studies contribute durable revenue both as monotherapy and in combination with other treatment beginning in the near-term.” approaches, including radiation BRUCE COZADD, Chairman and Chief —FDA accepted NDA1, granted Priority Review and assigned Executive Officer, Jazz Pharmaceuticals PDUFA2 action date of August 18, 2025—Ongoing Phase 3 ACTION trial has potential to confirm clinical benefit of dordaviprone in recurrent H3 K27M-mutant diffuse glioma and extend its use to front-line patients 1. New Drug Application 2. Prescription Drug User Fee Act For more information, visit www.jazzpharma.com or www.chimerix.com
Caution Concerning Forward-Looking Jazz obtaining, maintaining and defending intellectual property protection and exclusivity for its products and product candidates; risks and uncertainties associated Statements with global economic, financial, and healthcare system disruptions and the current and potential future negative impacts to Jazz’s or Chimerix’s business operations and This communication contains forward-looking statements that involve risks and financial results; the sufficiency of Jazz’s cash flows and capital resources; risks and uncertainties relating to future events and the future performance of Jazz uncertainties associated with Jazz’s ability to achieve targeted or expected future Pharmaceuticals plc. (“Jazz”) and Chimerix, Inc. (“Chimerix”), including statements financial performance and results and the uncertainty of future tax, accounting and regarding Jazz’s proposed acquisition of Chimerix, the anticipated occurrence, other provisions and estimates; and other risks and uncertainties affecting Jazz and manner and timing of the proposed tender offer, the closing of the proposed Chimerix, including those described from time to time under the caption “Risk Factors” acquisition, the expected timing thereof and the anticipated benefits of the proposed and elsewhere in their respective filings and reports with the U.S. Securities and acquisition, including benefits from dordaviprone’s potential to become a standard of Exchange Commission (the “SEC”), including Jazz’s Annual Report on Form 10-K for care for a rare oncology disease and also contribute durable revenue beginning in the the fiscal year ended December 31, 2024 and Chimerix’s Quarterly Report on Form near-term; the potential for a U.S. commercial launch of dordaviprone if approved as 10-Q for the quarterly period ended September 30, 2024 and Annual Report on Form early as the second half of 2025; the potential of the ongoing Phase 3 ACTION trial to 10-K for the fiscal year ended December 31, 2023 as well as the Tender Offer confirm clinical benefit of dordaviprone in recurrent H3 K27M-mutant diffuse glioma Statement on Schedule TO and related tender offer documents to be filed by Jazz and and extend its use in first-line patients; expected patent protection for dordaviprone its acquisition subsidiary, Pinetree Acquisition Sub, Inc., and the Solicitation/ and the potential for patent term extension; and other statements that are not historical Recommendation Statement on Schedule 14D-9 to be filed by Chimerix. Any facts. Actual results could differ materially from those anticipated in these forward- forward-looking statements are made based on the current beliefs and judgments of looking statements. Except as required by law, Jazz assumes no obligation to update Jazz’s management, and the reader is cautioned not to rely on any forward-looking these forward-looking statements, whether as a result of new information, future statements made by Jazz. Except as required by law, Jazz does not undertake any events or otherwise. These statements, which represent Jazz’s current expectations obligation to update (publicly or otherwise) any forward-looking statement, including or beliefs concerning various future events that are subject to significant risks and without limitation any financial projection or guidance, whether as a result of new uncertainties, may contain words such as “may,” “will,” “would,” “could,” “expect,” information, future events, or otherwise. “anticipate,” “intend,” “plan,” “believe,” “estimate,” “project,” “seek,” “should,” “strategy,” Additional Information and Where to Find It “future,” “opportunity,” “potential” or other similar words and expressions indicating future results. Risks that may cause these forward-looking statements to be The tender offer referenced in this communication has not yet commenced. This inaccurate include, without limitation: uncertainties as to the timing of the tender offer communication is for informational purposes only and is neither an offer to purchase for the proposed acquisition; uncertainties as to how many of Chimerix’s stockholders nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender will tender their stock in the tender offer; the possibility that competing offers or offer materials that Chimerix, Jazz or its acquisition subsidiary, Pinetree Acquisition acquisition proposals will be made; the possibility that various closing conditions for Sub, Inc., is expected to file with the SEC upon the commencement of the tender the proposed acquisition may not be satisfied or waived, including that a governmental offer. The solicitation and offer to tender and the offer to buy Chimerix stock will only entity may prohibit, delay, or refuse to grant approval for the consummation of the be made pursuant to a tender offer statement on Schedule TO, including an Offer to transaction (or only grant approval subject to adverse conditions or limitations); the Purchase and related tender offer materials that Jazz and its acquisition subsidiary, difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; Pinetree Acquisition Sub, Inc. is expected to file with the SEC. At the time the tender the possibility that the transaction does not close; risks and uncertainties related to the offer is commenced, Jazz and its acquisition subsidiary will file a Tender Offer parties’ ability to realize the anticipated benefits of the proposed acquisition, including Statement on Schedule TO and thereafter Chimerix is expected to file a Solicitation/ the possibility that the expected benefits from the proposed acquisition will not be Recommendation Statement on Schedule 14D-9 with the SEC with respect to the realized or will not be realized within the expected time period and that Jazz and tender offer. CHIMERIX’S STOCKHOLDERS AND OTHER INVESTORS ARE Chimerix will not be integrated successfully or that such integration may be more URGED TO READ CAREFULLY THE TENDER OFFER MATERIALS (INCLUDING difficult, time-consuming or costly than expected; the risk that the effects of the AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND transaction on relationships with employees, customers, suppliers, other business CERTAIN OTHER TENDER OFFER DOCUMENTS), AS WELL AS THE partners or governmental entities; negative effects of the consummation of the SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 proposed acquisition on the market price of Jazz’s ordinary shares or Chimerix’s BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT common stock and/or Jazz’s operating results; significant transaction costs; unknown HOLDERS OF CHIMERIX SECURITIES AND OTHER INVESTORS SHOULD or inestimable liabilities; the risk of litigation and/or regulatory actions related to the CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE proposed acquisition; risks associated with Jazz’s ability to fund the acquisition with TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal, certain existing cash and investments; risks and uncertainties associated with effectively other tender offer documents, as well as the Solicitation/Recommendation launching and commercializing products and product candidates such as Statement on Schedule 14D-9, will be made available to all stockholders of Chimerix dordaviprone, if approved; risks and uncertainties associated with the successful at no expense to them and will also be made available for free at the SEC’s website at completion of development and regulatory activities with respect to dordaviprone; www.sec.gov. Additional copies may be obtained for free by contacting either Jazz risks and uncertainties associated with obtaining and maintaining adequate coverage or Chimerix. Copies of the documents filed with the SEC by Chimerix will be and reimbursement for Jazz’s products; risks and uncertainties associated with the available free of charge on Chimerix’s website at https://www.chimerix.com or by time-consuming and uncertain regulatory approval process, including the risk that contacting Chimerix at IR@chimerix.com. Copies of the documents filed with the Chimerix’s NDA for dordaviprone seeking accelerated approval for treatment of H3 SEC by Jazz will be available free of charge on Jazz’s website at https://investor. K27M-mutant diffuse glioma in adult and pediatric patients with progressive disease jazzpharma.com or by contacting Jazz’s Investor Relations Department at following prior therapy may not be approved by FDA in a timely manner or at all; risks investorinfo@jazzpharma.com. and uncertainties associated with the costly and time-consuming pharmaceutical product development and the uncertainty of clinical success, including risks related to In addition to the Offer to Purchase, the related Letter of Transmittal and certain other failure or delays in successfully initiating or completing clinical trials and assessing tender offer documents, as well as the Solicitation/Recommendation Statement on patients, including with respect to current and planned future clinical trials of Schedule 14D-9, Jazz and Chimerix each file annual, quarterly and current reports, dordaviprone; risks and uncertainties associated with protecting and enhancing proxy statements and other information with the SEC, which are available to the public intellectual property rights and Jazz’s commercial success being dependent upon over the internet at the SEC’s website at http://www.sec.gov