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

ies and Exchange Commission reporting company, and its shares would trade on NASDAQ.  The transaction will be taxable to the Jazz Pharmaceuticals, Inc. US shareholders.

Leadership

Bruce Cozadd, Chairman and CEO of Jazz Pharmaceuticals, Inc., would be Chairman and CEO of Jazz Pharmaceuticals plc, and current officers of Jazz Pharmaceuticals, Inc. would be officers of the combined company.  Seamus Mulligan, Chairman and CEO of Azur Pharma, would be a member of the board the directors of Jazz Pharmaceuticals plc along with the current directors of Jazz Pharmaceuticals, Inc.   He would also serve as Chief Business Officer, International Business Development, for Jazz Pharmaceuticals plc.  Other Azur Pharma executives would join the executive team of Jazz Pharmaceuticals, Inc. in important leadership and management roles for the combined company.

Approvals

The transaction, which has been approved by the boards of directors of both companies, is subject to approvals by Jazz Pharmaceuticals, Inc. and the satisfaction of customary closing conditions and regulatory approvals, including antitrust approval in the US.  The transaction is expected to close during the first quarter of 2012.

Certain affiliates of Jazz Pharmaceuticals, Inc. who hold approximately 43 percent of the outstanding shares of common stock of Jazz Pharmaceuticals, Inc., and certain shareholders of Azur Pharma who hold approximately 99 percent of the outstanding ordinary shares of Azur Pharma, have agreed to vote in favor of and take necessary actions on matters related to the transaction described in this press release.

Advisors

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
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SOURCE Jazz Pharmaceuticals, Inc.
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