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Jazz Pharmaceuticals, Inc. (JAZZ) Announces Stockholder Vote in Favor of Transaction With Azur Pharma Inc.


12/13/2011 9:23:41 AM

PALO ALTO, Calif., Dec. 12, 2011 /PRNewswire/ -- Jazz Pharmaceuticals, Inc. (Nasdaq: JAZZ) today announced that the Jazz Pharmaceuticals stockholders have approved all of the proposals submitted for approval at today's stockholder meeting, including the proposal to approve the combination of the businesses of Jazz Pharmaceuticals and Azur Pharma. Once the transaction is closed, the Jazz Pharmaceuticals and Azur Pharma businesses will operate as a combined company, Jazz Pharmaceuticals plc, a company domiciled in Ireland.

Approximately 99.86% of the votes cast by Jazz Pharmaceuticals' stockholders were cast in favor of the merger agreement. Jazz Pharmaceuticals currently anticipates that the transaction will close in January 2012. Following the closing, Jazz Pharmaceuticals plc will be listed on the Nasdaq stock exchange under Jazz Pharmaceuticals' current ticker symbol, "JAZZ."

The merger will result in a specialty biopharmaceutical company with a diversified revenue base from 12 marketed products in the areas of CNS and women's health. These include Xyrem® (indicated to treat the two key symptoms of narcolepsy), Luvox CR® (indicated to treat obsessive compulsive disorder), Prialt® (indicated for refractory severe chronic pain), FazaClo® (indicated for treatment resistant schizophrenia), two additional CNS products and a portfolio of women's health products led by Elestrin® (for vasomotor symptoms associated with menopause). Full prescribing information about each product is available through its individual product website.

"We view the outstanding stockholder support in favor of the merger agreement as emphasizing both the short- and long-term benefits of combining forces with Azur to create a dynamic specialty biopharmaceutical company," said Bruce Cozadd, chairman and chief executive officer of Jazz Pharmaceuticals. "As an integrated company, we look forward to building on our diverse portfolio of commercial products, strong balance sheet and efficient corporate structure for continued growth into the future."

About Jazz Pharmaceuticals
Jazz Pharmaceuticals, Inc. (Nasdaq: JAZZ) is a specialty pharmaceutical company focused on identifying, developing and commercializing innovative products to meet unmet needs in neurology and psychiatry. For further information, see http://www.jazzpharmaceuticals.com.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements, including, but not limited to, statements related to the anticipated consummation of the business combination transaction between Jazz Pharmaceuticals and Azur Pharma and the timing and benefits thereof, the combined company's future financial results and growth potential and other statements that are not historical facts. These forward-looking statements are based on Jazz Pharmaceuticals' current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to Jazz Pharmaceuticals' ability to complete the transaction on the proposed terms and schedule; risks associated with business combination transactions, such as the risk that the businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; risks related to future opportunities and plans for the combined company, including uncertainty of the expected financial performance and results of the combined company following completion of the proposed transaction; disruption from the proposed transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the allocation of the acquisition price to the net assets acquired in accordance with applicable accounting rules and methodologies; and the possibility that if the combined company does not achieve the perceived benefits of the proposed transaction as rapidly or to the extent anticipated by financial analysts or investors, the market price of the combined company's shares could decline, as well as other risks related to Jazz Pharmaceuticals' business, including Jazz Pharmaceuticals' dependence on sales of Xyrem and its ability to increase sales of its Xyrem and Luvox CR products; competition, including potential generic competition; Jazz Pharmaceuticals' dependence on single source suppliers and manufacturers; the ability of Jazz Pharmaceuticals to protect its intellectual property and defend its patents; regulatory obligations and oversight; Jazz Pharmaceuticals' cash flow; and those other risks related to Jazz Pharmaceuticals, Inc. and Jazz Pharmaceuticals plc after the closing detailed from time-to-time under the caption "Risk Factors" and elsewhere in Jazz Pharmaceuticals' SEC filings and reports, including in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 and, with respect to risks related to Jazz Pharmaceuticals plc after the closing, in Jazz Pharmaceuticals' definitive proxy statement related to its stockholders' meeting held on December 12, 2011. Jazz Pharmaceuticals undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations.

SOURCE Jazz Pharmaceuticals, Inc.



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