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JAZZ PHARMACEUTICALS TO ACQUIRE ORPHAN MEDICAL
Combines Orphan Medical’s Growing Central Nervous
System Product and Commercial Team with Jazz Pharmaceuticals’ Development
Pipeline
Palo Alto, California and Minneapolis, Minnesota – April 19, 2005 – Jazz
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.
Conference Call
Orphan Medical’s management will host a conference call to discuss today’s
announcement, which will be broadcast live over the Internet today, Tuesday,
April 19, 2005, at 10:30 a.m. Eastern Time (9:30 a.m. Central). To access
the Webcast, go to the investor section of the Orphan Medical Web site at
http://www.orphan.com
and click on the Webcast icon. A replay of the Webcast will be available at
the same address for two weeks.
About Orphan Medical, Inc.
Orphan Medical acquires, develops and markets pharmaceuticals of high
medical value for inadequately treated and uncommon central nervous system
diseases treated by specialist physicians. Orphan Medical’s Internet website
address is www.orphan.com.
About Jazz Pharmaceuticals, Inc.
Jazz Pharmaceuticals is focused on helping patients by meeting unmet medical
needs in neurology and psychiatry with important and innovative therapeutic
products. Jazz Pharmaceuticals is aggressively building its product
portfolio through a combination of commercialization and development
activities. Based in Palo Alto, California, the company is committed to
working closely with patients, patient advocacy groups and healthcare
professionals. For further information, please visit
www.jazzpharmaceuticals.com.
Notice to Investors
The merger described in this announcement has not been consummated. Orphan
Medical will file a Form 8-K and proxy statement with the Securities and
Exchange Commission (SEC), and distribute the proxy statement to investors
when approved by the SEC. The proxy statement will contain important
information that should be read carefully before any decision is made with
respect to the merger. Those materials will be made available to Orphan
Medical’s security holders prior to the stockholders’ meeting that will be
called to vote on the merger. In addition, all of those materials (and all
other offer documents filed with the SEC) will be available on the SEC's web
site (www.sec.gov) and on
Orphan Medical’s website (www.orphan.com).
Participants in the Solicitation
Jazz Pharmaceuticals, Inc., Orphan Medical, Inc. and Orphan Medical’s
directors and executive officers may be deemed to be participants in the
solicitation of proxies from the Orphan Medical stockholders in favor of the
transaction. Information concerning persons who may be deemed participants
in the solicitation of Orphan Medical stockholders under the rules of the
SEC is set forth in public filings filed by Orphan Medical with the SEC and
will be included in the proxy statement when it is filed with the SEC.
The information in this press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
In some cases, you can identify forward-looking statements by terminology
such as "expects," "anticipates," "intends," "may," "should," "plans,"
"believes," "seeks," "estimates," "could," "would" or the negative of such
terms or other comparable terminology. Such forward-looking statements are
based upon current expectations and beliefs and involve numerous risks and
uncertainties, both known and unknown, that could cause actual events or
results to differ materially from these forward-looking statements. The
following factors, among others, could cause actual results to differ
materially from these assumptions and expectations: the ability to obtain
Orphan Medical stockholders approval of the transaction; the ability of Jazz
Pharmaceuticals to obtain the senior debt financing; the ability to satisfy
other closing conditions; disruption from the transaction making it more
difficult to maintain relationships with customers, employees or suppliers;
the risk of new and changing regulation in the U.S. and internationally.
Additional factors that could cause Orphan Medical’s results to differ
materially from those described in the forward-looking statements can be
found in Orphan Medical's most recent Form 10-Q or Form 10-K filed with the
SEC. (These documents can be accessed through the Orphan Medical Web site at
http://www.orphan.com).
All forward-looking statements are qualified by, and should be considered in
conjunction with, such cautionary statements.
Contacts:
Orphan Medical, Inc.
Tim McGrath
Chief Financial Officer
952-513-6900
or
Padilla Speer Beardsley
Matt Sullivan, 612-455-1700
Jazz Pharmaceuticals, Inc.
Matthew Fust
Chief Financial Officer
650-496-3777
mediainfo@jazzpharma.com
or
BCC Partners
Karen L. Bergman, 650-575-1509
Michelle Corral, 415-794-8662
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