TENDER OFFER AGREEMENT by and among JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY JAZZ PHARMACEUTICALS ITALY S.R.L. and GENTIUM S.P.A. Dated as of December 19, 2013Tender Offer Agreement • December 20th, 2013 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • Delaware
This TENDER OFFER AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2013 (the “Agreement Date”) by and among Jazz Pharmaceuticals Public Limited Company, a public limited company formed under the laws of Ireland (“Parent”), Jazz Pharmaceuticals Italy S.r.l., an Italian società a responsabilità limitata and a wholly owned subsidiary of Parent (“Purchaser”) and Gentium S.p.A., a società per azioni incorporated in Italy (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.
