PALO ALTO, Calif. and DUBLIN—Jazz Pharmaceuticals, Inc. andAzur Pharma Limited will be merging in an all-stock transaction that willcreate a specialty pharmaceutical company incorporated in Ireland. The combinedcompany will be named Jazz Pharmaceuticals plc and will have a portfolio ofproducts currently being marketed in the United States.
"This combination brings together two successfulbusinesses and cultures in a larger company better situated to compete in thespecialty pharmaceutical sector," Seamus Mulligan, chairman and chief executiveofficer of Azur Pharma, said in a press release. "The combined company wouldhave greater operational and financial resources to enable its strategy toacquire and develop important specialty pharmaceutical products."
Azur Pharma, a specialty pharmaceutical companyheadquartered in Dublin, has U.S. operations based in Philadelphia and sells 10pharmaceutical products in the central nervous system and women's health areasin the United States. Net sales for 2011 for Azur Pharma are approximately $95million to $100 million. Jazz Pharmaceuticals, Inc. specializes in thedevelopment and commercialization of treatments for underserved markets inneurology and psychiatry.
Once the merger is completed, Jazz Pharmaceuticals, Inc.shareholders will own just under 80 percent of the combined company, while AzurPharma shareholders will own just over 20 percent. The combined company isexpected to post revenues of more than $475 million and generate over $200million in cash in the first year after closing. It will also have a strongbalance sheet, with no debt and approximately $250 million in cash at closing.The closing is subject to approval by Jazz Pharmaceuticals, Inc., the satisfactionof customary closing conditions and regulatory approvals and antitrust approvalin the United States. Expected closing date for the merger is the first quarterof 2012.
"This significant transaction represents a compellingstrategic fit, given our companies' closely aligned missions of identifying anddeveloping products that address unmet patient needs and can be efficientlymarketed through a specialty commercial infrastructure," Bruce Cozadd,chairman and chief executive officer of Jazz Pharmaceuticals, Inc., said in apress release. "Our combined organizations would have a diverse portfolioof products and an international platform, paving the way for long term growththat builds on our current strengths. We look forward to working with our colleaguesat Azur Pharma to join our two companies into one that is even stronger,creating value for our stockholders while serving more patients."
The product portfolio for the combined company will includeseveral currently marketed products, such as Jazz Pharmaceuticals' Xyrem forthe treatment of narcolepsy symptoms and Luvox CR for the treatment ofobsessive compulsive disorder. Azur Pharma's marketed product portfolioincludes Prialt for the treatment of refractory severe chronic pain, FazaClofor the treatment of treatment resistant schizophrenia, two other centralnervous system products and a portfolio of women's health products.
J.P. Morgan Securities LLC served as financial advisor forJazz Pharmaceuticals for the transaction, and its legal advisors were CooleyLLP, Baker & McKenzie and A&L Goodbody (Dublin). Lazard served asfinancial advisor for Azur Pharma for the transaction, and its legal advisorswere Mayer Brown LLP, McCann FitzGerald and ByrneWallace (Dublin).
SOURCE: Jazz Pharmaceuticals, Inc. press release