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.
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 FDA. Orphan Medical is also conducting a trial to evaluate Xyrem as a treatment for symptoms of fibromyalgia syndrome.
“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 CEO. “We are enthusiastic about the opportunity to combine Orphan Medical’s development and commercial capabilities with those of Jazz Pharmaceuticals.”
The closing of the transaction is subject to certain conditions but is expected to be completed early in the third quarter of 2005, following Orphan Medical stockholder approval.