Jazz Pharmaceuticals to Acquire Chimerix, Further Diversifying Oncology Portfolio
Jazz Pharmaceuticals has announced the acquisition of Chimerix for $8.55 per share, totaling approximately $935 million in cash. The deal represents a 72% premium based on March 4, 2025 closing price and is expected to close in Q2 2025.
The acquisition centers on dordaviprone, Chimerix's lead clinical asset for treating H3 K27M-mutant diffuse glioma, a rare brain tumor affecting children and young adults. The FDA has granted Priority Review for dordaviprone with a PDUFA date of August 18, 2025. If approved, it could become the first FDA-approved therapy for this condition.
The drug shows promising clinical results and has patent protection until 2037. An ongoing Phase 3 ACTION trial is evaluating dordaviprone in newly diagnosed patients, potentially expanding its use to front-line treatment. The transaction will be funded through Jazz's existing cash and investments.
Jazz Pharmaceuticals ha annunciato l'acquisizione di Chimerix per $8,55 per azione, per un totale di circa $935 milioni in contante. L'accordo rappresenta un premio del 72% rispetto al prezzo di chiusura del 4 marzo 2025 e si prevede che si concluda nel secondo trimestre del 2025.
L'acquisizione si concentra su dordaviprone, l'asset clinico principale di Chimerix per il trattamento del glioma diffuso mutante H3 K27M, un raro tumore cerebrale che colpisce bambini e giovani adulti. La FDA ha concesso la Revisione Prioritaria per dordaviprone con una data PDUFA del 18 agosto 2025. Se approvato, potrebbe diventare la prima terapia approvata dalla FDA per questa condizione.
Il farmaco mostra risultati clinici promettenti e ha protezione brevettuale fino al 2037. Un trial di fase 3 in corso, denominato ACTION, sta valutando dordaviprone in pazienti recentemente diagnosticati, espandendo potenzialmente il suo utilizzo al trattamento di prima linea. La transazione sarà finanziata attraverso la liquidità e gli investimenti esistenti di Jazz.
Jazz Pharmaceuticals ha anunciado la adquisición de Chimerix por $8.55 por acción, totalizando aproximadamente $935 millones en efectivo. El acuerdo representa una prima del 72% basado en el precio de cierre del 4 de marzo de 2025 y se espera que se cierre en el segundo trimestre de 2025.
La adquisición se centra en dordaviprone, el principal activo clínico de Chimerix para tratar el glioma difuso mutante H3 K27M, un raro tumor cerebral que afecta a niños y jóvenes adultos. La FDA ha otorgado Revisión Prioritaria para dordaviprone con una fecha PDUFA del 18 de agosto de 2025. Si se aprueba, podría convertirse en la primera terapia aprobada por la FDA para esta condición.
El fármaco muestra resultados clínicos prometedores y tiene protección de patente hasta 2037. Un ensayo de fase 3 en curso, denominado ACTION, está evaluando dordaviprone en pacientes recién diagnosticados, potencialmente ampliando su uso al tratamiento de primera línea. La transacción se financiará a través de la liquidez y las inversiones existentes de Jazz.
재즈 제약(Jazz Pharmaceuticals)이 키메릭스(Chimerix)를 주당 $8.55에 인수한다고 발표했습니다. 총액은 약 $935 백만 달러의 현금입니다. 이번 거래는 2025년 3월 4일 종가를 기준으로 72%의 프리미엄을 나타내며, 2025년 2분기에 마무리될 것으로 예상됩니다.
이번 인수는 H3 K27M 변이 확산 교모세포종 치료를 위한 키메릭스의 주요 임상 자산인 도르다비프론(dordaviprone)에 초점을 맞추고 있습니다. FDA는 도르다비프론에 대해 우선 심사를 승인하였으며, PDUFA 날짜는 2025년 8월 18일입니다. 승인이 될 경우, 이 질환에 대한 첫 번째 FDA 승인 치료제가 될 수 있습니다.
이 약물은 유망한 임상 결과를 보이며, 2037년까지 특허 보호를 받고 있습니다. 현재 진행 중인 3상 ACTION 임상시험은 새로 진단된 환자에서 도르다비프론을 평가하고 있으며, 이는 1차 치료로의 사용을 확대할 수 있습니다. 이번 거래는 재즈의 기존 현금 및 투자로 자금을 조달할 예정입니다.
Jazz Pharmaceuticals a annoncé l'acquisition de Chimerix pour 8,55 $ par action, totalisant environ 935 millions de dollars en espèces. L'accord représente une prime de 72 % par rapport au prix de clôture du 4 mars 2025 et devrait se conclure au deuxième trimestre 2025.
L'acquisition se concentre sur dordaviprone, l'actif clinique principal de Chimerix pour le traitement du gliome diffus mutant H3 K27M, une tumeur cérébrale rare touchant les enfants et les jeunes adultes. La FDA a accordé une Revue Prioritaire pour dordaviprone avec une date PDUFA du 18 août 2025. Si approuvé, cela pourrait devenir la première thérapie approuvée par la FDA pour cette condition.
Le médicament montre des résultats cliniques prometteurs et bénéficie d'une protection par brevet jusqu'en 2037. Un essai de phase 3 en cours, nommé ACTION, évalue dordaviprone chez des patients nouvellement diagnostiqués, élargissant potentiellement son utilisation au traitement de première ligne. La transaction sera financée par les liquidités et les investissements existants de Jazz.
Jazz Pharmaceuticals hat die Übernahme von Chimerix für $8,55 pro Aktie angekündigt, was insgesamt etwa $935 Millionen in bar entspricht. Der Deal stellt eine Prämie von 72 % basierend auf dem Schlusskurs vom 4. März 2025 dar und soll im zweiten Quartal 2025 abgeschlossen werden.
Die Übernahme konzentriert sich auf dordaviprone, das führende klinische Asset von Chimerix zur Behandlung von H3 K27M-mutiertem diffusem Gliom, einem seltenen Gehirntumor, der Kinder und junge Erwachsene betrifft. Die FDA hat für dordaviprone eine priorisierte Überprüfung gewährt, mit einem PDUFA-Datum vom 18. August 2025. Wenn genehmigt, könnte es die erste von der FDA zugelassene Therapie für diese Erkrankung werden.
Das Medikament zeigt vielversprechende klinische Ergebnisse und hat Patentschutz bis 2037. Eine laufende Phase-3-ACTION-Studie bewertet dordaviprone bei neu diagnostizierten Patienten und könnte dessen Verwendung in der Erstbehandlung erweitern. Die Transaktion wird durch die bestehenden liquiden Mittel und Investitionen von Jazz finanziert.
- 72% premium offered to shareholders at $8.55/share
- Near-term revenue potential with PDUFA date in August 2025
- First-in-class drug for rare brain tumor with no FDA-approved alternatives
- Patent protection until 2037
- Potential for Rare Pediatric Disease Priority Review Voucher
- High acquisition cost of $935M for pre-revenue asset
- FDA approval still pending
- Phase 3 trial results not yet available
- Success in front-line treatment setting not yet proven
Insights
Jazz Pharmaceuticals' $935 million acquisition of Chimerix represents a significant strategic move that delivers substantial shareholder value while addressing critical unmet medical needs. The
This transaction exemplifies the premium valuations available for late-stage assets addressing orphan indications with no approved therapies. With FDA Priority Review already granted and a PDUFA date set for August 18, 2025, Jazz is positioning itself for a potential near-term commercial launch with minimal regulatory uncertainty.
The deal structure - a straightforward all-cash tender offer - provides Chimerix shareholders with immediate, certain value rather than the continued risks of clinical development, regulatory approval, and commercialization challenges. For a company with Chimerix's market capitalization, securing a
Jazz strategically gains several valuable assets: a potential near-term commercial product, patent protection extending to 2037, and possible eligibility for a Rare Pediatric Disease Priority Review Voucher - which itself could be worth
This acquisition aligns perfectly with Jazz's strategy of building a diversified portfolio in rare diseases while leveraging its established commercial infrastructure in specialty oncology. For Chimerix shareholders, the transaction delivers certainty and premium valuation while potentially accelerating dordaviprone's path to patients with treatment options.
The acquisition of Chimerix by Jazz Pharmaceuticals represents a significant development for patients with H3 K27M-mutant diffuse glioma, a devastating rare brain tumor predominantly affecting children and young adults. This transaction could accelerate patient access to dordaviprone, the first potential targeted therapy for this specific genetic mutation.
From a clinical perspective, dordaviprone addresses a profound treatment gap. Currently, radiation remains the primary treatment modality for these patients, with no FDA-approved pharmaceutical options. The drug's Priority Review status signals FDA's recognition of this critical unmet need.
The clinical development program for dordaviprone is particularly robust. Beyond seeking accelerated approval in the recurrent setting, the ongoing Phase 3 ACTION trial is evaluating its potential in newly diagnosed patients following radiation. This dual-path approach could establish dordaviprone as a standard of care across multiple treatment lines.
H3 K27M mutations occur in approximately
Jazz's established commercial infrastructure may enable broader and faster access to dordaviprone than Chimerix could have achieved independently. This acquisition exemplifies how corporate development can accelerate bringing innovative treatments to patients with rare, aggressive cancers who desperately need new therapeutic options.
-Dordaviprone addresses a significant unmet patient need for patients with rare, high-grade brain tumors-
-Transaction to add near-term commercial opportunity to Jazz’s pipeline-
-Transaction represents total cash consideration of approximately
DUBLIN and DURHAM, N.C., March 05, 2025 (GLOBE NEWSWIRE) -- Jazz Pharmaceuticals plc (Nasdaq: JAZZ) (“Jazz” or the “Company”) and Chimerix (Nasdaq: CMRX) (“Chimerix”), today announced the companies have entered into a definitive agreement for Jazz to acquire Chimerix for
Chimerix’s lead clinical asset is dordaviprone, a novel first-in-class small molecule treatment in development for H3 K27M-mutant diffuse glioma, a rare, high-grade brain tumor that most commonly affects children and young adults. There are no U.S. Food and Drug Administration (FDA)-approved therapies specifically for H3 K27M-mutant diffuse glioma patients; radiation is the most common treatment approach. A New Drug Application (NDA) for accelerated approval of dordaviprone in recurrent H3 K27M-mutant diffuse glioma was recently accepted and granted Priority Review by FDA. FDA has set a target Prescription Drug User Fee Act (PDUFA) action date of August 18, 2025. If approved in the U.S., dordaviprone may be eligible for a Rare Pediatric Disease Priority Review Voucher (PRV). Separately, dordaviprone is being studied in the ongoing Phase 3 ACTION trial, evaluating its use in newly diagnosed, non-recurrent H3 K27M-mutant diffuse glioma patients following radiation treatment, potentially extending this treatment option into the front-line setting.
“Adding dordaviprone to our oncology R&D pipeline will further diversify our portfolio with a medicine that addresses a significant unmet need with no other FDA-approved therapies and limited treatment options for this patient population. If approved, dordaviprone has the potential to rapidly become a standard of care for a rare oncology disease and also contribute durable revenue beginning in the near-term,” said Bruce Cozadd, chairman and chief executive officer, Jazz Pharmaceuticals. “We are encouraged by the dordaviprone clinical trial results to date and look forward to closing the proposed acquisition and working with our new colleagues from Chimerix to fully leverage our combined R&D and commercial expertise to deliver this novel therapy to patients, beginning as early as the second half of this year.”
“We are excited to reach this agreement with Jazz Pharmaceuticals as they bring global scale to broaden our dordaviprone commercial strategy,” said Mike Andriole, President and CEO of Chimerix. “The transaction, if approved, provides the opportunity to advance access to dordaviprone to reach more patients globally. This announcement is the culmination of years of scientific work by our incredibly talented team, and will deliver significant and certain value to our shareholders.”
Key Highlights
- Strategic fit that will strengthen Jazz’s presence in the rare oncology space and reinforces commitment to patients with rare diseases with significant unmet need
- Dordaviprone has been shown to benefit patients with recurrent H3 K27M-mutant diffuse glioma across several clinical studies, with a consistently favorable safety profile both as monotherapy and in combination with other treatment approaches including radiation
- With no currently approved therapies for H3 K27M-mutant diffuse glioma patients, dordaviprone has the potential to rapidly become a standard of care and a meaningful therapy for patients with limited treatment options
- Potential near-term commercial launch in the U.S., if approved
- FDA has accepted an 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
- NDA has been granted Priority Review and assigned a PDUFA target action date of August 18, 2025
- Following the closing of the proposed acquisition and in collaboration with its new colleagues from Chimerix, Jazz plans to leverage its combined development and commercial capabilities to continue advancing the dordaviprone clinical trial program and execute a strong commercial launch, if approved in the U.S.
- Will create an additional durable revenue opportunity for Jazz with patent protection into 2037, with potential to receive patent term extension
- 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
Transaction Terms
Under the terms of the merger agreement, Jazz will commence an all-cash tender offer to acquire all outstanding shares of Chimerix’s common stock, whereby Chimerix shareholders will be offered
Jazz expects to fund the transaction through existing cash and investments.
Closing Conditions
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.
Advisors
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.
About Dordaviprone
Dordaviprone (ONC201) is a novel first-in-class small molecule imipridone that selectively targets the mitochondrial protease ClpP and dopamine receptor D2 (DRD2). Dordaviprone's unique mechanism of action includes alterations of key epigenetic modifications such as reversal of H3 K27me3-loss, which is the hallmark of H3 K27M-mutant gliomas.
About Jazz Pharmaceuticals
Jazz Pharmaceuticals plc (NASDAQ: JAZZ) is a global biopharmaceutical company whose purpose is to innovate to transform the lives of patients and their families. We are dedicated to developing life-changing medicines for people with serious diseases — often with limited or no therapeutic options. We have a diverse portfolio of marketed medicines, including leading therapies for sleep disorders and epilepsy, and a growing portfolio of cancer treatments. Our patient-focused and science-driven approach powers pioneering research and development advancements across our robust pipeline of innovative therapeutics in oncology and neuroscience. Jazz is headquartered in Dublin, Ireland with research and development laboratories, manufacturing facilities and employees in multiple countries committed to serving patients worldwide. Please visit www.jazzpharmaceuticals.com for more information.
About Chimerix
Chimerix is a biopharmaceutical company with a mission to develop medicines that meaningfully improve and extend the lives of patients facing deadly diseases. The Company’s most advanced clinical-stage development program, dordaviprone, is in development for H3 K27M-mutant glioma. The Company is conducting Phase 1 dose escalation studies of ONC206 to evaluate safety and PK data.
Caution Concerning 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.
Contacts
Investors:
Jeff Macdonald
Executive Director, Investor Relations
Jazz Pharmaceuticals plc
InvestorInfo@jazzpharma.com
Ireland +353 1 634 3211
U.S. +1 650 496 2717
Media:
Kristin Bhavnani
Head of Global Corporate Communications
Jazz Pharmaceuticals plc
CorporateAffairsMediaInfo@jazzpharma.com
Ireland +353 1 637 2141
U.S. +1 215 867 4948
Chimerix Investors:
Will O’Connor
Stern Investor Relations
212-362-1200
Chimerix Media:
Dan Moore / Paige Macpherson / Dylan O’Keefe
Collected Strategies
cmrx-cs@collectedstrategies.com
FAQ
What is the acquisition price for Chimerix (CMRX) by Jazz Pharmaceuticals?
When is the PDUFA date for Chimerix's (CMRX) dordaviprone?
What is the main drug asset in the Chimerix (CMRX) acquisition?
How long does patent protection extend for Chimerix's (CMRX) dordaviprone?
When is the Jazz-Chimerix (CMRX) acquisition expected to close?
