Jazz Pharmaceuticals plc (JAZZ) Form 8-K — Aug 10, 2026
Jazz Pharmaceuticals disclosed that on August 10, 2026 its subsidiary Jazz Pharmaceuticals, Inc. signed a definitive Agreement and Plan of Merger to acquire Actio Biosciences, Inc., with Actio surviving as a wholly owned subsidiary. The upfront consideration is based on an initial Aggregate Upfront Transaction Value of $820,000,000, adjusted for items such as the target's cash, indebtedness, unpaid transaction expenses and taxes.
Key figures
- Deal Value Usd
- $820 million upfront (initial Aggregate Upfront Transaction Value before adjustments); up to $1.32 billion including contingent milestone payments
- End date
- five months after the date of the Merger Agreement
- Termination fees
- none contemplated
- Actio options outstanding
- 31645166
- Development milestone usd
- 250000000
- First sales milestone usd
- 100000000
- First sales threshold usd
- 500000000
- Max milestone payments usd
- 500000000
- Second sales milestone usd
- 150000000
- Second sales threshold usd
- 1000000000
- Stockholder approval threshold
- 85% of outstanding Company capital stock
- Actio common shares outstanding
- 10741657
- Actio preferred shares outstanding
- 171903071
Price after filing
1 day: -3.3%7 days: -3.2%30 days: -6.4%
Close on the filing date to close N calendar days later (from $256.52). Historical, not a forecast.
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