UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange
Act of 1934
Chimerix, Inc.
(Name of Subject Company)
Chimerix, Inc.
(Name of Person Filing Statement)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
16934W106
(CUSIP Number of Class of Securities)
Michael T. Andriole
President and Chief Executive Officer
Chimerix, Inc.
505 Meridian Parkway, Suite 100
Durham, North Carolina 27713
(919) 806-1074
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With copies to:
|
Graham Robinson
Laura Knoll
Skadden, Arps, Slate, Meagher &
Flom LLP
500 Boylston Street, 23rd Floor
Boston, MA 02116
(617) 573-4800 |
Jason L. Kent, Esq.
Kevin Cooper, Esq.
Cooley LLP
55 Hudson Yards
New York, New York
(212) 479-6000
|
| |
|
| x |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Schedule 14D-9 filing consists of certain
communications relating to the proposed acquisition of Chimerix, Inc., a Delaware corporation (the “Company”
or “Chimerix”), by Jazz Pharmaceuticals Public Limited Company, an Irish public limited company (“Parent”),
pursuant to the terms and subject to the conditions of an Agreement and Plan of Merger, dated as of March 4, 2025 (the “Merger
Agreement”), by and among the Company, Parent and Pinetree Acquisition Sub, Inc., a Delaware corporation and an indirect
wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, and upon the terms and subject
to the conditions thereof, Parent has agreed to cause Purchaser to commence a tender offer (the “Offer”), no
later than March 24, 2025, to purchase all of the outstanding shares of common stock of the Company, par value $0.001 per share (the “Shares”),
at a price of $8.55 per Share, without interest and subject to reduction for any applicable withholding taxes, upon the terms and subject
to the conditions set forth in the Merger Agreement. 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.
This Schedule 14D-9 filing consists of the following
documents relating to the proposed Offer and the Merger:
| |
(i) |
Corporate
LinkedIn and Corporate X Post, each first used on March 5, 2025. |
| (ii) | Transcript of Voicemail to Employees from Michael T. Andriole, President and Chief Executive Officer, first used on March 5, 2025. |
| |
(iii) |
Employee
FAQ, first used on March 5, 2025. |
| |
(iv) |
Form
of E-Mail Response to Investor Inquiry, first used on March 5, 2025 |
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.
Exhibit Index
Exhibit 99.1
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
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.
Exhibit 99.3
CMRX Employee FAQ
| 1. | Why is Chimerix entering into a transaction with Jazz Pharmaceuticals? |
| · | The transaction will accelerate development of our pipeline, expand our commercial footprint, and eventually enable us to reach more
patients globally while also delivering significant and certain cash value to our shareholders. |
| · | Jazz shares our commitment to advancing first-in-class medicines in rare disease oncology and has an unwavering patient focus. Joining
forces with Jazz will provide the resources and scale to accelerate our global dordaviprone development and commercialization strategy. |
| · | Our priorities, values and culture align closely. Jazz believes in the future and power of our clinical portfolio and the expertise
of our team. |
| 2. | What will happen to my Chimerix options and RSUs? |
| · | Vested and unvested options that have a strike price below $8.55 per share will be accelerated and exchanged for the difference in
cash for the difference between $8.55 and the exercise price. The cash balance will be deposited through payroll within one-month post-closing. |
| · | Unvested RSU’s will accelerate and be exchanged for cash at $8.55 per RSU under the same parameters above. |
| 3. | Will this impact the ongoing ACTION study? |
| · | The completion of the ACTION study remains a critical factor in ensuring long-term, sustained access to dordaviprone, and the transaction
will not impact or interrupt the study for patients who are already enrolled or are pursuing enrollment. |
| 4. | What does this mean for me and my day-to-day responsibilities? |
| · | Until closing, we are continuing to operate as usual – your day-to-day responsibilities will not change, and there will be no
changes to your reporting structure. |
| · | As we move towards completion, details will come together around what integrating our two companies will look like. |
| 5. | Will there be any changes to the senior management team? |
| · | Our leadership team and organization will remain in place between now and the closing of the transaction. |
| · | We will continue to operate independently until then and will work closely with Jazz Pharmaceuticals during the integration planning
process to determine the best way to integrate Chimerix into the larger organization.How will Chimerix fit into the overall organization
of Jazz Pharmaceuticals? When will we know what the new organizational structure will be? |
| · | Those types of decisions will be made as we move closer to the integration after completion of the transaction. Between now and close,
we will discuss the integration plan in more detail, including our future organizational structure. |
| 6. | Will Chimerix’s company culture change? |
| · | Jazz shares our commitment to advancing groundbreaking medicines and putting patients first – that commitment will not change. |
| 7. | Will there be layoffs as a result of this transaction? |
| · | Jazz recognizes the value of our people and our pipeline. They are investing in our business because they believe in our tremendous
potential, and that’s thanks to our entire team. |
| · | A critical part of our integration planning work will be to determine how best to seamlessly integrate Chimerix into the broader organization
with as little disruption as possible. |
| · | We will continue to be transparent as important decisions are made. |
| 8. | How will the transaction affect our relationships with patients, collaborators, and other stakeholders? |
| · | This transaction will bring enhanced benefits to our patients, collaborators and providers. |
| · | Partnering with Jazz will provide us with the resources and scale to accelerate access to dordaviprone to as many patients as possible,
as quickly as possible, while continuing to advance ONC206 and our important pre-clinical programs. |
| 9. | When will the transaction be complete? What can I expect between now and closing? |
| · | We expect the transaction to close in the second quarter of 2025, subject to regulatory approvals and customary closing conditions. |
| · | In the meantime, both companies will continue to operate separately, and it remains business as usual for all of us at Chimerix. |
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.
Exhibit 99.4
Subject: Chimerix and Jazz Pharmaceuticals Transaction
Good morning,
We are very pleased to announce that Chimerix has entered into a definitive
agreement to be acquired by Jazz Pharmaceuticals. This is an exciting transaction that provides Chimerix with the capital and global
scale to advance our pipeline, expand our commercial footprint, and reach more patients with our innovative therapies. This is an all-cash
transaction with a purchase price of $8.55 per share representing a total consideration of approximately $935 million. This represents
a premium of approximately 72% over our closing market price on March 4, 2025. Our press release can be found here
with additional details.
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. The
transaction is expected to close in the second quarter of 2025, subject to customary closing conditions.
In the meantime, please feel free to reach out if you have any questions.
Thank you,
Michelle LaSpaluto
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.
Grafico Azioni Chimerix (NASDAQ:CMRX)
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Da Mar 2025 a Apr 2025
Grafico Azioni Chimerix (NASDAQ:CMRX)
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Da Apr 2024 a Apr 2025
