EX-99.2 3 tm258371d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

Good morning everyone,

 

Just minutes ago we issued a press release announcing that Chimerix has agreed to be acquired by Jazz Pharmaceuticals for $8.55 per share in cash, that’’s a 72% premium to yesterday’’s closing price. This transaction is a significant step forward that will further accelerate the development of our pipeline, expand our commercial footprint both domestically and, as importantly, internationally, and enable us to accelerate access to dordaviprone to as many patients as possible as quickly as possible.

 

There will be plenty of time to fully introduce Jazz to you but I will provide a brief summary here: Jazz is a global pharmaceutical company based in Ireland with roughly 2,800 employees, about half in the US and half internationally. Their therapeutic area focus is in neuroscience and oncology and, following this transaction, the combined company will include dordaviprone which sits at the intersection of the two in neuro-oncology. Jazz shares our commitment to advancing first-in-class medicines in rare disease oncology and has an unwavering patient focus. For us, joining forces with Jazz will provide the resources and scale to accelerate our global dordaviprone development and commercialization strategy.

 

I want to emphasize that this transaction is a result of our strong momentum and the exciting prospects ahead for Chimerix. Jazz recognizes the value of our people and our pipeline. They’’re investing in our business because they believe in our tremendous potential, and that’’s thanks to our entire team. We could not have gotten to where we are today without your dedication to our work and belief in our mission. We’’ll continue this work as passionately as ever before as we join forces with Jazz.

 

In terms of next steps, we expect the deal to close in the second quarter 2025 subject to customary closing conditions. Until then, we will continue to operate as a separate, independent company and it is business as usual for us with focused execution on our three core objectives – supporting the FDA in its review of our NDA, readying the program and organization for commercialization of dordaviprone and driving global enrollment of the ACTION study.

 

Finally, I’’d like to invite you to a Town Hall meeting this morning at 8:30am Eastern Time to discuss this exciting news – for those in Durham, please feel free to join live on the first floor of our corporate office and for others you can stream in via a link which Jackie Williamson will send out shortly. In the meantime, this morning’’s press release, as well as an employee FAQ memo is attached to this email. I encourage you to join our in-person town hall meeting for more information.

 

This announcement is the culmination of years of scientific work by our incredibly talented team, and we are looking forward to what Chimerix will achieve as part of Jazz.

 

As always, thank you for all that you do for the patients we serve.

 

Sincerely,
Mike Andriole

 

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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.

 

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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.

 

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