Mergers and Acquisitions

* On March 5, 2014, Gentium, a Jazz Pharmaceuticals company, has announced that it has notified the NASDAQ Stock Market of its intention to voluntarily delist its American Depositary Shares (ADSs) from The NASDAQ Global Market. The voluntary delisting of the ADSs was approved on January 28, 2014 by Gentium’s Board of Directors and by Gentium’s shareholders at an Extraordinary General Meeting held on Friday, February 28, 2014. The company determined to withdraw the ADSs from listing because of the small number of ADSs that remain outstanding following the completion of the tender offer and because delisting is a necessary step in the process of terminating its obligation to file reports with the Securities and Exchange Commission (SEC).

* On February 21, 2014, Jazz Pharmaceuticals has announced that the subsequent offering period of the tender offer made by a subsidiary of Jazz Pharmaceuticals to purchase all outstanding ordinary shares and American Depositary Shares of Gentium for $57.00 per share and per ADS (without duplication for ordinary shares underlying ADSs) in cash expired at midnight, New York City time, on the evening of February 20, 2014 . The tender offer is now complete. The tender agent for the tender offer has advised Jazz Pharmaceuticals that, as of the expiration of the tender offer, a total of 17,427,624 Gentium ordinary shares and ADSs were properly tendered and not withdrawn. These ordinary shares and ADSs represent approximately 98 percent of Gentium's issued and outstanding, and fully diluted, ordinary shares and ADSs (without duplication for ordinary shares underlying ADSs).  All properly tendered ordinary shares and ADSs have been accepted for payment, which has been or will be promptly made in accordance with the terms of the tender offer.

* On January 23, 2014, Jazz Pharmaceuticals has announced that the initial offering period in the tender offer made to purchase all outstanding ordinary shares and American Depositary Shares ("ADSs") of Gentium for $57.00 per share and per ADS (without duplication for ordinary shares underlying ADSs) in cash expired at midnight, New York City time, on the evening of January 22, 2014. As of the expiration of the initial offering period, 12,244,156 Gentium ordinary shares and ADSs were properly tendered and not withdrawn in the tender offer. These ordinary shares and ADSs represent approximately 79 percent of Gentium's issued and outstanding ordinary shares and ADSs and 69 percent of the fully diluted number of ordinary shares and ADSs (in each case without duplication for ordinary shares underlying ADSs).  All properly tendered ordinary shares and ADSs have been accepted for payment, which will be made in accordance with the terms of the tender offer.  Upon payment for the properly tendered ordinary shares and ADSs, Jazz Pharmaceuticals will become the indirect majority shareholder of Gentium. In addition, 1,345,023 ADSs have been committed to tender in accordance with the guaranteed delivery procedures contemplated by the Offer, and options to acquire 1,666,608 ordinary shares of Gentium are subject to support agreements requiring that such options be exercised and the underlying ordinary shares be tendered into a subsequent offering period.  These ADSs and ordinary shares and the ordinary shares and ADSs that have been accepted for payment represent in the aggregate approximately 86 percent of the fully diluted number of ordinary shares and ADSs of Gentium (without duplication for ordinary shares underlying ADSs).

Jazz Pharmaceuticals has now commenced a subsequent offering period to acquire the remaining ordinary shares and ADSs of Gentium .  The subsequent offering period will expire at midnight, New York City time, on the evening of Thursday, February, 20, 2014, unless extended. The procedures for tendering ordinary shares and ADSs during the subsequent offering period are the same as those applicable to the initial offering period as described in the offer to purchase, except that ordinary shares and ADSs properly tendered during the subsequent offering period may not be withdrawn.

To finance the transaction, Jazz Pharmaceuticals has entered into an amendment to its senior secured credit facility providing for $350 million of incremental term loans, the repricing of  its $554 million term loan (via replacement of the existing term loan with a new term loan) and a $425 million revolving credit facility. 

* On December 19, 2013, Jazz Pharmaceuticals and Gentium announced that they have entered into a definitive agreement pursuant to which a subsidiary of Jazz Pharmaceuticals will make a cash tender offer of $57.00 per share for all outstanding Gentium ordinary shares and American Depositary Shares, in a transaction that is valued at approximately $1 billion. This transaction has been approved by the Jazz Pharmaceuticals and Gentium boards of directors. Jazz Pharmaceuticals has entered into support agreements with certain shareholders of Gentium, including members of the board of directors and management team of Gentium, pursuant to which each of these shareholders has agreed to tender the Gentium ordinary shares and American Depositary Shares owned of record or beneficially by such shareholder, which in the aggregate represent approximately 15 percent of the outstanding Gentium ordinary shares and American Depositary Shares as of the date of the agreements. The transaction is expected to close in the first quarter of 2014. Jazz Pharmaceuticals expects to finance the transaction with a combination of cash on hand, the proceeds from an incremental term loan and revolver borrowings under its existing senior secured credit facility. Barclays has provided a binding commitment letter for a $500 million incremental term loan, subject to the satisfaction of customary conditions.

Jazz Pharmaceuticals' financial advisor for the transaction is Barclays, and its primary legal advisors are Weil, Gotshal & Manges LLP, Baker & McKenzie, Cooley LLP, Hogan Lovells and Gattai, Minoli & Partners.

Gentium's financial advisor for the transaction is Jefferies LLC, and its primary legal advisors are Skadden Arps Slate Meagher & Flom and Gianni, Origoni, Grippo & Capelli Partners.

 

Gentium is a biopharmaceutical company focused on the development and manufacturing of therapies to treat and prevent a variety of rare diseases and conditions that currently have few or no treatment options, including orphan vascular diseases related to cancer treatments.  In October 2013 , the European Commission granted marketing authorization for Defitelio™ (defibrotide), the company's lead product, for the treatment of severe hepatic veno-occlusive disease (VOD) in adults and children undergoing hematopoietic stem cell transplantation.

"Incorporating Gentium into Jazz Pharmaceuticals is a strong strategic fit as Defitelio would diversify our development and commercial portfolio and complement our clinical experience in hematology/oncology and our expertise in reaching targeted physicians who treat serious medical conditions," said Bruce Cozadd , chairman and chief executive officer of Jazz Pharmaceuticals . "Because Defitelio is already approved in the EU, the acquisition would add a new orphan product that has potential for short- and long-term revenue generation, high growth and expansion of our multi-national commercial platform."