Pharma BD Deal Intelligence

Jazz Pharmaceuticals plc / Gentium S.p.A.

2013 · Acquisition/Merger · $1.0B · Complete

Jazz Pharmaceuticals' ~$1B acquisition of Gentium was a mixed outcome: Defitelio became a durable niche oncology-supportive-care earner (~$155-194M/year, 2019-2023), but the bigger prize—expanding into VOD prophylaxis—died in a 2020 Phase 3 futility call, forcing a $136.1M impairment, with generics now emerging against the franchise.

WRONG BY 30 POINTS
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The coverage arc

Dec 19, 2013 Jazz Pharmaceuticals Form 8-K, Exhibit 99.1 Bullish

Defitelio is highly complementary to Jazz Pharmaceuticals' experience in and focus on orphan diseases in the area of hematology/oncology. Transaction expected…

Jan 02, 2014 The Motley Fool Bullish

The potential opportunity for sales growth tied to approval and label expansion may wind up making Gentium's billion-dollar price tag a bargain for Jazz —…

Mar 31, 2016 FierceBiotech Bullish

FierceBiotech retrospectively framed Jazz's Gentium bet as vindicated when defibrotide finally won FDA approval in 2016, calling it a 'much-delayed rare liver…

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Jazz to acquire Gentium at $57.00/share cash tender (~$1B); added EU-approved Defitelio for severe hepatic VOD to hematology/oncology orphan portfolio.

Did it work? Outcome assessment

Strategic verdict
Achieved Stated Rationale
Financial impact
Accretive
Defitelio (defibrotide), already EU-approved at acquisition, was integrated into Jazz's orphan-disease commercial platform. It became a meaningful revenue line: Jazz guided full-year 2018 Defitelio/defibrotide net sales of $145-165M, building from a 2016 guidance of $100-125M following the April 2016 US launch. The ~$993M-$1B acquisition delivered the short- and long-term orphan revenue Jazz targeted.
Pipeline outcome
Assets Advanced
Defitelio was already EU-approved (Oct 2013) for severe hepatic veno-occlusive disease; under Jazz it secured US FDA approval and launched in April 2016, broadening the franchise into the US market.

Key facts

Disease & market context

Severe Hepatic Veno-Occlusive Disease (VOD/SOS) post-HSCT

$60M Jazz expected $50-60M incremental annual revenue from Defitelio at deal time

Disease Overview

Hepatic veno-occlusive disease (also called sinusoidal obstruction syndrome, SOS) is a life-threatening complication of hematopoietic stem cell transplant conditioning, in which sinusoidal endothelial injury blocks small hepatic veins, causing painful hepatomegaly, ascites, jaundice, and multi-organ failure. Severe VOD with multi-organ dysfunction historically carried mortality above 80% with only supportive care.

Competitive Landscape

At the time of the December 2013 Jazz-Gentium deal, severe hepatic VOD post-HSCT had no approved therapy in the US and only supportive care globally. Gentium's Defitelio (defibrotide) became the first and only therapy approved by the European Commission (October 2013) for severe hepatic VOD in adults and children undergoing HSCT. Defibrotide had a complicated regulatory history — the FDA had refused to file a 2011 NDA, prompting Gentium to withdraw, while EMA later granted full approval. Off-label use of antithrombin III, tissue plasminogen activator (tPA), and N-acetylcysteine had been attempted historically but lacked controlled data. Jazz acquired Gentium for ~$1B at $57/share to add Defitelio to its hematology/oncology orphan portfolio alongside Erwinaze (asparaginase). Jazz subsequently obtained North/South American rights from Sigma-Tau in 2014 and ultimately won FDA approval for Defitelio in March 2016 — five years after the original FDA rebuff. Source: https://www.fiercebiotech.com/financials/jazz-pharma-trades-1b-for-gentium-and-a-well-traveled-orphan-drug

Related deals — scored

DealYearValueOutcome
Jazz Pharmaceuticals plc / Gentium S.p.A. (this deal)2013$1.0B51
Jazz Pharmaceuticals plc / EUSA Pharma2012$700M60
Jazz Pharmaceuticals plc / Saniona2025
UCB SA / Celltech Group plc2004$2.7B92
Johnson & Johnson / Centocor Inc.1999$4.9B92
Takeda Pharmaceutical Company Ltd. / Millennium Pharmaceuticals2003$8.8B82
Bristol-Myers Squibb Company / Celgene Corporation2019$74.0B77

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