This Amendment No. 3 (this “Amendment”) amends and supplements the Tender
Offer Statement on Schedule TO filed by Pinetree Acquisition Sub, Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Jazz Pharmaceuticals Public Limited Company, an Irish public limited company
(“Jazz”), with the U.S. Securities and Exchange Commission on March 21, 2025 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase
all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Chimerix, Inc., a Delaware corporation (“Chimerix”), in exchange for $8.55 per Share, payable in cash without interest and subject to
reduction for any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase, dated March 21, 2025 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related
letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by
reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 1 through 9, and Item 11.
The Offer to Purchase
and Items 1 through 11 of the Schedule TO, to the extent such items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
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a) |
The section on page 16 of the Offer to Purchase entitled “The Offer—Section 3—Procedures
for Accepting the Offer and Tendering Shares; Determination of Validity” is deleted in its entirety and replaced with the following paragraph: |
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of
any tender of Shares will be determined by us, in our sole discretion. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in the opinion of our counsel,
be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender
of Shares will be deemed to have been validly made until all defects and irregularities have been waived or cured within such time as Purchaser shall determine. None of Jazz, Purchaser, the Depository, the Information Agent or any other person will
be under any duty to give notice of any defects or irregularities in tenders or incur any liability for failure to give any such notice. Interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the
instructions thereto) will be determined by us in our sole discretion.
For the avoidance of doubt, the foregoing does not foreclose
shareholders from challenging any such determination, in a court of competent jurisdiction, as a violation of the terms and conditions of the Offer.
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b) |
The first paragraph on page 18 of the Offer to Purchase in “The Offer—Section 4—Withdrawal
Rights” is deleted in its entirety and replaced with the following paragraph: |
We will determine, in our sole
discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal and our determination will be final and binding. For the avoidance of doubt, the foregoing does not foreclose shareholders from challenging
any such determination, in a court of competent jurisdiction, as a violation of the terms and conditions of the Offer. None of Jazz, Purchaser, the Depository, the Information Agent or any other person will be under any duty to give notice of any
defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.
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c) |
The first paragraph on page 27 of the Offer to Purchase in “The Offer—Section 9—Source and
Amount of Funds” is deleted in its entirety and replaced with the following paragraph: |
