This Amendment No. 9 (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”), filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter
of transmittal , filed as Exhibit (a)(1)(B) to the Schedule TO, 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:
| |
a) |
The following is hereby added as a new section at the end of the Offer to Purchase: |
“20. Expiration of the Offer
The Offer and related withdrawal rights expired as scheduled at the end of the day, one minute after 11:59 p.m., Eastern Time, on
April 17, 2025 (the “Expiration Time”), and was not extended. According to the Depository, as of the Expiration Time, 84,845,016 Shares, representing approximately 90.45% of the issued and outstanding Shares as of the
Expiration Time, had been validly tendered and not validly withdrawn. As of the Expiration Time, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition.
Purchaser expects to accept for payment, on April 21, 2025, all Shares that were validly tendered and not validly withdrawn pursuant to
the Offer. Parent will cause Depository to pay, as promptly as practicable, for all Shares accepted for payment pursuant to the Offer.
Following acceptance for payment of the Shares, Purchaser will own a sufficient number of Shares to effect the Merger under
Section 251(h) of the DGCL, without a vote of Chimerix’s stockholders. Accordingly, Jazz expects to effect the Merger on April 21, 2025, promptly following the acceptance of all Shares validly tendered and not validly withdrawn
pursuant to the Offer, with Purchaser merging with and into Chimerix, with Chimerix continuing as the surviving corporation and as an indirect wholly owned subsidiary of Jazz.
Following the consummation of the Merger, the Shares will be delisted and will cease to trade on the Nasdaq Global Market. Jazz and Purchaser
intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Chimerix’s reporting obligations under the Exchange Act as promptly as practicable.”
