Jazz Pharmaceuticals plc, an international biopharmaceutical company, and Celator Pharmaceuticals, Inc., an oncology-focused biopharmaceutical company, have entered into a definitive agreement for Jazz Pharmaceuticals to acquire Celator for $30.25 per share in cash, or approximately $1.5 billion.

The transaction with Celator is well-suited to advance Jazz Pharmaceuticals' growth strategy.

Vyxeos is the first product candidate to demonstrate a statistically significant improvement in overall survival in patients with high-risk (secondary) AML. US FDA Breakthrough Therapy designation was granted for Vyxeos. Vyxeos receives US FDA and European Commission Orphan Drug designations for the treatment of AML. Vyxeos is an innovative product candidate based on the Celator CombiPlex platform. The acquisition broadens Jazz Pharmaceuticals' hematology/oncology portfolio, worldwide development and commercialization rights to Vyxeos.

It synergies with Jazz Pharmaceuticals' commercial expertise and infrastructure. Transaction expected to close in the third quarter of 2016.

"Celator Pharmaceuticals is a strong strategic fit with Jazz Pharmaceuticals. Vyxeos will further diversify our product portfolio and is complementary to our clinical and commercial expertise in hematology/oncology," said Bruce Cozadd, chairman and chief executive officer of Jazz Pharmaceuticals plc. "As Celator is currently preparing a regulatory submission in the US for Vyxeos, this acquisition would add a new orphan product with the potential for short- and long-term revenue generation and expansion of our international commercial platform."

"The planned combination of Jazz and Celator is highly complementary, as both companies are dedicated to bringing differentiated therapies to patients who have high unmet medical needs," said Scott Jackson, chief executive officer of Celator Pharmaceuticals. "We believe that Jazz Pharmaceuticals' clinical and commercial expertise in hematology/oncology and existing international infrastructure will help realize the value of Vyxeos as a treatment to patients with AML. After thoroughly evaluating our strategic options, our board of directors has unanimously determined that this all-cash transaction is in the best interest of our stockholders."

Jazz Pharmaceuticals' financial advisor for the transaction is RBC Capital Markets, and its primary legal advisor is Cooley LLP.

Celator Pharmaceuticals' financial advisor for the transaction is MTS Health Partners, and its primary legal advisor is Kirkland and Ellis LLP.