For Immediate Release
Jazz Pharmaceuticals to Acquire Orphan Medical
Palo Alto, California and Minneapolis, MinnesotaApril 19, 2005Jazz Pharmaceuticals, Inc. and Orphan Medical, Inc. (Nasdaq: ORPH) announced today that they have entered into an agreement and plan of merger pursuant to which Jazz Pharmaceuticals, through a wholly owned subsidiary, will acquire Orphan Medical. Under the agreement, which was unanimously approved by Orphan Medical’s Board of Directors, Orphan Medical common stockholders will receive $10.75 per share in cash upon the close of the transaction. Following the merger, Orphan Medical will become a wholly owned subsidiary of Jazz Pharmaceuticals, a privately held company.
“Orphan Medical has products with important medical benefits, as well as terrific people,” said Samuel R. Saks, M.D., Chief Executive Officer of Jazz Pharmaceuticals. “We are excited about the opportunity to expand our franchise in neurology and psychiatry through this transaction, as part of our mission of developing and commercializing valuable pharmaceutical products that improve patients’ lives.”
“We believe the Jazz Pharmaceuticals transaction represents a fair and equitable transaction for Orphan shareholders, especially in light of the resources required during the next stages of growth were Orphan Medical to remain independent,” said John Bullion, Orphan Medical’s Chairman and Chief Executive Officer. “There have been remarkable synergies between our two teams in our discussions, as well as a strong sense of the strategic fit between our companies. We are enthusiastic about the opportunity to combine Orphan Medical’s development and commercial capabilities with those of Jazz Pharmaceuticals.”
With a strong pipeline of programs in various stages of development, ranging from Phase III clinical evaluation to early feasibility, Jazz Pharmaceuticals is focused on the development and commercialization of unique, value-added pharmaceutical products that address unmet clinical needs in neurology and psychiatry. Orphan Medical’s lead product is Xyrem®, the first and only treatment for cataplexy associated with narcolepsy. Xyrem is currently being assessed as a treatment for the full range of narcolepsy symptoms, including excessive daytime sleepiness, and a supplemental New Drug Application (sNDA) is under review by the Food and Drug Administration (FDA). Orphan Medical is also conducting a trial to evaluate Xyrem as a treatment for symptoms of fibromyalgia syndrome.
“Orphan Medical provides Jazz Pharmaceuticals with a great platform for the launch of our commercial efforts, with an experienced specialty sales force and established relationships with neurologists and psychiatrists,” said Robert Myers, Chief Business Officer of Jazz Pharmaceuticals. “This company is a strong addition to our pharmaceutical portfolio, and positions us well to acquire additional commercial and development-stage products.”
The consummation of the transaction is subject to certain conditions customary for a transaction of this type. The transaction is expected to be completed early in the third quarter of 2005, following Orphan Medical stockholder approval. Current stockholders of Orphan Medical, including John Bullion and affiliates of Alta Partners, OrbiMed Advisors and UBS Capital, have entered into a voting agreement with Orphan Medical and Jazz Pharmaceuticals agreeing to vote in favor of the transaction.
In connection with this transaction, Jazz Pharmaceuticals has obtained a commitment for $75 million of senior debt financing, led by Lehman Brothers Principal Investments. Jazz Pharmaceuticals has raised $265 million in equity funding from a premier group of private equity and venture capital investors.
Banc of America Securities and Dorsey & Whitney LLP represented Orphan Medical in the transaction. Jazz Pharmaceuticals was represented by Simpson Thacher & Bartlett LLP.
About Orphan Medical, Inc.
About Jazz Pharmaceuticals, Inc.