Jazz Pharmaceuticals (JAZZ), Azur Pharma Agree to Merger
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Jazz Pharmaceuticals, Inc. (Nasdaq: JAZZ) and Azur Pharma Limited today announced that the companies have agreed to combine in an all-stock transaction that creates a specialty pharmaceutical company incorporated in Ireland with a diversified portfolio of products currently marketed in the United States (US). The combined company would be named Jazz Pharmaceuticals plc.
Azur Pharma is a privately-held, profitable specialty pharmaceutical company headquartered in Dublin, Ireland with US operations in Philadelphia. The company markets ten specialty pharmaceutical products in the US in the central nervous system (CNS) and women's health areas, with expected 2011 net sales of approximately $95 to $100 million. The combined company, Jazz Pharmaceuticals plc, is expected to have revenues of more than $475 million and generate cash of more than $200 million in the first 12 months following closing. The company would also have a strong balance sheet, with no debt and approximately $250 million in cash expected at closing.
Upon completion of the merger, shareholders of Jazz Pharmaceuticals, Inc. would own slightly under 80 percent of Jazz Pharmaceuticals plc, and Azur Pharma shareholders would own slightly over 20 percent. Shareholders of Jazz Pharmaceuticals, Inc. would receive one ordinary share of Jazz Pharmaceuticals plc in exchange for each share of Jazz Pharmaceuticals, Inc. common stock they own at closing. The combined company is expected to have a capitalization of approximately 60 million fully diluted shares. Jazz Pharmaceuticals plc would be a Securities and Exchange Commission reporting company, and its shares would trade on NASDAQ. The transaction will be taxable to the Jazz Pharmaceuticals, Inc. US shareholders.
Jazz Pharmaceuticals' financial advisor for the transaction is J.P. Morgan Securities LLC, and its legal advisors are Cooley LLP, Baker & McKenzie and A&L Goodbody (Dublin).
Azur Pharma's financial advisor for the transaction is Lazard and its legal advisors are Mayer Brown LLP, McCann FitzGerald and ByrneWallace (Dublin).
Azur Pharma is a privately-held, profitable specialty pharmaceutical company headquartered in Dublin, Ireland with US operations in Philadelphia. The company markets ten specialty pharmaceutical products in the US in the central nervous system (CNS) and women's health areas, with expected 2011 net sales of approximately $95 to $100 million. The combined company, Jazz Pharmaceuticals plc, is expected to have revenues of more than $475 million and generate cash of more than $200 million in the first 12 months following closing. The company would also have a strong balance sheet, with no debt and approximately $250 million in cash expected at closing.
Upon completion of the merger, shareholders of Jazz Pharmaceuticals, Inc. would own slightly under 80 percent of Jazz Pharmaceuticals plc, and Azur Pharma shareholders would own slightly over 20 percent. Shareholders of Jazz Pharmaceuticals, Inc. would receive one ordinary share of Jazz Pharmaceuticals plc in exchange for each share of Jazz Pharmaceuticals, Inc. common stock they own at closing. The combined company is expected to have a capitalization of approximately 60 million fully diluted shares. Jazz Pharmaceuticals plc would be a Securities and Exchange Commission reporting company, and its shares would trade on NASDAQ. The transaction will be taxable to the Jazz Pharmaceuticals, Inc. US shareholders.
Jazz Pharmaceuticals' financial advisor for the transaction is J.P. Morgan Securities LLC, and its legal advisors are Cooley LLP, Baker & McKenzie and A&L Goodbody (Dublin).
Azur Pharma's financial advisor for the transaction is Lazard and its legal advisors are Mayer Brown LLP, McCann FitzGerald and ByrneWallace (Dublin).
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