Jazz Pharmaceuticals plc (NASDAQ: JAZZ) has announced its definitive agreement to acquire Chimerix (NASDAQ: CMRX) for a total cash consideration of approximately $935 million, which translates to $8.55 per share in cash. The acquisition is expected to close in the second quarter of 2025.
Chimerix's lead clinical asset, Dordaviprone, is a novel first-in-class small molecule treatment in development for H3 K27M-mutant diffuse glioma, a rare, high-grade brain tumor that predominantly affects children and young adults. Notably, the U.S. Food and Drug Administration (FDA) has accepted a New Drug Application (NDA) for accelerated approval of Dordaviprone, setting a target Prescription Drug User Fee Act (PDUFA) action date of August 18, 2025. If approved, Dordaviprone may be eligible for a rare pediatric disease priority review voucher (PRV).
The transaction is expected to further diversify Jazz's oncology R&D pipeline, with Dordaviprone potentially contributing durable revenue beginning in the near-term. Jazz plans to leverage its combined development and commercial capabilities to advance the Dordaviprone clinical trial program and execute a strong commercial launch if approved in the U.S.
The terms of the merger agreement stipulate that Jazz will commence an all-cash tender offer to acquire all outstanding shares of Chimerix's common stock at $8.55 per share, representing a total consideration of approximately $935 million, reflecting an approximately 72% premium based on the closing trading price on March 4, 2025.
The transaction is subject to customary closing conditions, including the tender of a majority of the outstanding shares of Chimerix’s voting common stock and other conditions. Chimerix’s board of directors unanimously recommends that Chimerix shareholders tender their shares in the tender offer.
Upon the successful completion of the tender offer, Jazz will acquire all shares not acquired in the tender through a second-step merger for the same consideration per share paid in the tender offer. Jazz expects to fund the transaction through existing cash and investments.
Guggenheim Securities is serving as financial advisor to Jazz Pharmaceuticals, and Wachtell, Lipton, Rosen & Katz is serving as legal advisor. Centerview Partners LLC is serving as financial advisor to Chimerix, and Skadden, Arps, Slate, Meagher & Flom LLP and Cooley LLP are serving as legal advisors.
The acquisition of Chimerix and its lead clinical asset, Dordaviprone, aligns with Jazz's commitment to patients with rare diseases and reinforces its presence in the rare oncology space. If approved, Dordaviprone has the potential to rapidly become a standard of care and a meaningful therapy for patients with limited treatment options. Following these announcements, the company's shares moved 70.1%, and are now trading at a price of $8.44. If you want to know more, read the company's complete 8-K report here.
