Jazz Pharmaceuticals Inc and Azur Pharma to combine
To form a new company specialising in CNS and women’s health
US drugmaker Jazz Pharmaceuticals, Inc is to take over Dublin-based Azur Pharma in an all-stock deal to create a specialist pharmaceutical company with a diversified portfolio of products.
The combined company will be called Jazz Pharmaceuticals plc.
Upon completion of the deal, shareholders of Jazz Pharmaceuticals, Inc would own just less than 80% of Jazz Pharmaceuticals plc, and Azur Pharma shareholders slightly more than 20%.
Azur Pharma is a privately held specialist pharmaceutical company headquartered in Ireland with US operations in Philadelphia. The company markets 10 products in the US in the central nervous system (CNS) and women's health areas, with expected 2011 net sales of approximately US$100m.
The new company will have 12 products currently marketed in the US in the CNS and women's health areas. These include Jazz Pharmaceuticals' narcolepsy drug Xyrem and Luvox CR for obsessive compulsive disorder, and Azur Pharma’s 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 new company will be based in Ireland, with operations in Palo Alto, California and Philadelphia.
Jazz Pharmaceuticals plc is expected to have revenues of more than $475m and generate cash of more than $200m in the first 12 months following the closure of the deal.
According to Bruce Cozadd, chairman and chief executive of Jazz Pharmaceuticals, Inc, who takes the same role with the new company, the transaction is ‘a compelling strategic fit’.
‘Our combined organisations would have a diverse portfolio of products and an international platform, paving the way for long term growth that builds on our current strengths,’ he said.
Seamus Mulligan, chairman and chief executive of Azur Pharma, who will become a member of the board of Jazz Pharmaceuticls plc, added that the combined company would have greater operational and financial resources to acquire and develop products.
Mulligan will also become chief business officer, International Business Development, for the combined entity.
The deal has been approved by the boards of directors of both companies and is subject to approvals by Jazz Pharmaceuticals, Inc and the satisfaction of customary closing conditions and regulatory approvals. It is expected to close during the first quarter of 2012.