SEC Form 8-K filed by Jazz Pharmaceuticals plc
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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 8.01. | 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for any applicable withholding taxes (the “Offer Price”), all Shares that were validly tendered and not validly withdrawn.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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release, dated April 21, 2025, issued by Jazz Pharmaceuticals Public Limited Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY | ||||||
| Date: April 21, 2025 | By: | /s/ Philip Johnson | ||||
| Name: | Philip Johnson | |||||
| Title: | Executive Vice President & Chief Financial Officer | |||||