Jazz Pharmaceuticals and Chimerix announced a definitive agreement for Jazz to buy Chimerix for $8.55 per share in cash, representing a total consideration of approximately $935 million. Both companies have approved the deal, which is expected to close in the second quarter of 2025.
Chimerix’s lead clinical asset is dordaviprone, a novel first-in-class small molecule treatment in development for H3 K27M-mutant diffuse glioma, which is a rare and 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 and 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.
Jazz expects to fund the transaction through existing cash and investments.
The deal is subject to customary closing conditions, including the tender of most of the outstanding shares of Chimerix’s voting common stock and other conditions. And Chimerix’s Board of Directors unanimously recommends that Chimerix shareholders tender their shares in the tender offer.
Guggenheim Securities is serving as financial advisor to Jazz Pharmaceuticals, and Wachtell, Lipton, Rosen & Katz is serving as legal advisor. Centerview Partners is serving as financial advisor to Chimerix, and Skadden, Arps, Slate, Meagher & Flom and Cooley are serving as legal advisors.
KEY QUOTES:
“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. 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.”
– Bruce Cozadd, chairman and chief executive officer, Jazz Pharmaceuticals
“We are excited to reach this agreement with Jazz Pharmaceuticals as they bring global scale to broaden our dordaviprone commercial strategy. 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.”
– Mike Andriole, President and CEO of Chimerix
