Jazz Pharmaceuticals to acquire Actio Biosciences for up to $1.32 billion

Jazz Pharmaceuticals disclosed in an August 10, 2026 filing that its subsidiary Jazz Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger with Knight Acquisition Corp., Actio Biosciences, Inc., Shareholder Representative Services LLC, and Jazz Pharmaceuticals Public Limited Company, with Jazz Ireland acting solely to guarantee obligations under the agreement.¹ Under the structure, Merger Sub will merge into Actio, with Actio surviving as a wholly owned subsidiary of Jazz's acquiring entity.¹

The upfront value of the deal is based on an initial amount of $820,000,000, adjusted for customary items including positive adjustments for cash and negative adjustments for unpaid transaction expenses, indebtedness, unpaid taxes and other liabilities.¹

Beyond the upfront payment, Company securityholders are eligible for contingent milestone payments of up to $500,000,000, split between a $250,000,000 payment tied to regulatory approval of a product containing ABS-1230 for KCNT1-Related Epilepsy, a $100,000,000 payment upon reaching $500,000,000 in annual net sales, and a $150,000,000 payment upon reaching $1,000,000,000 in annual net sales.¹

Before closing, Actio must complete a spin-out transaction moving its non-ABS-1230 programs into a newly formed separate company, in which Jazz's subsidiary will hold a minority equity stake.¹ This spin-out is listed as a required closing condition for both parties.

Closing is also contingent on several other items, including stockholder approval by holders of at least 85% of Actio's outstanding capital stock, expiration of the HSR Act waiting period, and the absence of any Material Adverse Effect since the agreement date.¹

The agreement sets a defined end date: either party may terminate if closing has not occurred within five months of the agreement date, and the agreement does not include any termination fees.¹