8-K
filed April 21, 2025, 7:59 PM ET
CIK 0001117480
M&A
confidence high
sentiment positive
materiality 1.00
CHIMERIX INC: M&A transaction — Jazz Pharmaceuticals completes $8.55/share acquisition of Chimerix; 90.45% of shares tendered
CHIMERIX INC
- Offer expired April 17, 2025; 84,845,016 shares validly tendered (~90.45% outstanding).
- Purchaser merged into Chimerix on April 21, 2025; Chimerix becomes indirect wholly owned subsidiary of Jazz.
- All pre-merger directors resigned; Alan Campion named sole director and CFO; Andrea Burke VP.
- Company notified Nasdaq of delisting; intends to file Form 15 to terminate SEC reporting obligations.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrea Burke was appointed as Vice President at CHIMERIX INC.
- Action
- appointed
- Role
- Vice President
Exact text from the filing
the officers of the Company are as follows: Alan Campion, Chief Financial Officer, and Andrea Burke, Vice President.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lisa L. Decker resigned as Director at CHIMERIX INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Pratik S. Multani resigned as Director at CHIMERIX INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Martha J. Demski resigned as Director at CHIMERIX INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Fred. A. Middleton resigned as Director at CHIMERIX INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert J. Meyer resigned as Director at CHIMERIX INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mike Sherman resigned as Director at CHIMERIX INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Vicki Vakiener resigned as Director at CHIMERIX INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alan Campion was appointed as Sole Director at CHIMERIX INC.
- Action
- became
- Role
- Sole Director
Exact text from the filing
Alan Campion, the sole director of the Purchaser immediately prior to the Effective Time, became the sole director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marc D. Kozin resigned as Director at CHIMERIX INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael T. Andriole resigned as Director at CHIMERIX INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alan Campion was appointed as Chief Financial Officer at CHIMERIX INC.
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
the officers of the Company are as follows: Alan Campion, Chief Financial Officer, and Andrea Burke, Vice President.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CHIMERIX INC: Amendments to articles of incorporation and bylaws pursuant to a merger; certificate and bylaws amended and restated in their entirety.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
CHIMERIX INC underwent a change of control involving Jazz Pharmaceuticals Public Limited Company for $8.55 per share in cash (closed 2025-04-21).
- Action
- change of control
- Counterparty
- Jazz Pharmaceuticals Public Limited Company
- Consideration
- $8.55 per share in cash
- Closing
- 2025-04-21
Exact text from the filing
a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of the common stock of the Company, par value $0.001 per share (the “Shares”), in exchange for $8.55 per share, payable in cash at closing, without interest and subject to reduction for any applicable withholding of taxes (the “Offer Consideration”). The Offer expired as
View on SEC.gov
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