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Jazz Pharmaceuticals and Azur Pharma Agree to Combine to Form Jazz Pharmaceuticals plc
Date:9/19/2011

ty pharmaceutical products."  

The combined company is expected to have a diversified revenue base from 12 products currently marketed in the US in the CNS and women's health areas.  These include Jazz Pharmaceuticals' currently marketed products, Xyrem® (indicated to treat the two key symptoms of narcolepsy) and Luvox CR® (indicated to treat obsessive compulsive disorder), and the Azur Pharma marketed product portfolio which includes Prialt® (indicated for refractory severe chronic pain), FazaClo® (indicated for treatment resistant schizophrenia), two additional CNS products and a portfolio of women's health products led by Elestrin® (for vasomotor symptoms associated with menopause).  The combined company would also have a pipeline of lower-risk development programs including line extensions for the clozapine franchise and certain branded women's health products.  Full prescribing information about each product is available on its website.  

Financial Projections

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.

Transaction Terms

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 Securit
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SOURCE Jazz Pharmaceuticals, Inc.
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