Full Press Release Details
Jazz Pharmaceuticals to Acquire GW Pharmaceuticals plc, Creating
an Innovative, High-Growth, Global Biopharma Leader
Adds high-growth commercial franchise to Neuroscience portfolio with Epidiolex ,
the first and only FDA-approved prescription cannabidiol medicine and a potential near-term blockbuster
Enhanced product diversification of combined company expected to provide
accelerated double-digit revenue growth
Anticipated to be accretive in first full year of combined operations and substantially accretive thereafter
Conference call today at 8:30 AM ET
DUBLIN and LONDON, February 3, 2021 Jazz Pharmaceuticals plc (Nasdaq: JAZZ) and GW Pharmaceuticals plc (Nasdaq: GWPH) today
announced the companies have entered into a definitive agreement for Jazz to acquire GW for $220.00 per American Depositary Share (ADS), in the form of $200.00 in cash and $20.00 in Jazz ordinary shares, for a total consideration of
$7.2 billion, or $6.7 billion net of GW cash. The transaction, which has been unanimously approved by the Boards of Directors of both companies, is expected to close in the second quarter of 2021.
Upon close of the transaction, the combined company will be a leader in neuroscience with a global commercial and operational footprint well positioned to
maximize the value of its diversified portfolio.
GW is a global leader in discovering, developing, manufacturing and commercializing novel, regulatory
approved therapeutics from its proprietary cannabinoid product platform to address a broad range of diseases. The company s lead product, Epidiolex (cannabidiol) oral solution, is
approved in patients one-year and older for the treatment of seizures associated with Lennox-Gastaut Syndrome (LGS), Dravet Syndrome and Tuberous Sclerosis Complex (TSC), all of which are rare diseases
characterized by severe early-onset epilepsy. Epidiolex was the first plant-derived cannabinoid medicine ever approved by the U.S. Food and Drug Administration (FDA). This product has also been approved, under the tradename Epidyolex , by the European Medicines Agency (EMA) in patients two years of age and older for the adjunctive treatment of seizures associated with LGS and Dravet syndrome in conjunction with clobazam and is
under EMA review for the treatment of seizures associated with TSC. In addition to the approved indications for Epidiolex, there are considerable opportunities to pursue other indications within the epilepsy field, including other
treatment-resistant epilepsies where significant unmet needs of patients exist.
Beyond Epidiolex, GW has a scientific platform and deep innovative
pipeline of cannabinoid product candidates, as well as highly specialized manufacturing expertise, developed over two decades of pioneering and building leadership in cannabinoid science. This pipeline includes nabiximols, for which the company is
in Phase 3 trials to seek FDA approval for treatment of spasticity associated with multiple sclerosis and spinal cord injury, as well as earlier-stage cannabinoid product candidates for autism and schizophrenia.
Jazz is proud of our leadership position in sleep medicines and rapidly growing oncology business. We are excited to add GW s industry-leading
cannabinoid platform, innovative pipeline and products, which will strengthen and broaden our neuroscience portfolio, further diversify our revenue and drive sustainable, long-term value creation opportunities, said Bruce Cozadd, chairman and
CEO of Jazz Pharmaceuticals. We are joining two teams that share a passion for, and track record of, developing differentiated therapies that advance science and transform the lives of patients. This will help facilitate a successful
integration and bring added capabilities to Jazz. Given the strength of our balance sheet and the meaningful financial drivers of the transaction, we are confident in the value we can deliver to both companies shareholders and patients. We
look forward to welcoming the GW team to Jazz to build an even stronger company.
Over the last two decades, GW has built an unparalleled global leadership position in cannabinoid
science, including the successful launch of Epidiolex, a breakthrough product within the field of epilepsy, and a diverse and robust neuroscience pipeline. We believe that Jazz is an ideal growth partner that is committed to supporting our
commercial efforts, as well as ongoing clinical and research programs, said Justin Gover, CEO of GW Pharmaceuticals. We have a shared vision of developing and commercializing innovative medicines that address significant unmet needs in
neuroscience and an approach of putting patients first. Together, we will have an opportunity to reach and impact more patients through a broader portfolio of neuroscience-focused therapies than ever before.
Creates an Innovative, High-Growth, Global Biopharma Leader with Financial Strength
rapidly scaled Epidiolex, achieving approximately $510 million in annual sales within two years of launch and broad access to date, with more than 97% of U.S. lives covered1.
Epidiolex addresses significant unmet needs in the field of epilepsy and offers the potential for a substantial improvement in outcomes for patients who were previously drug resistant. The combined company will create a neuroscience leader
with a global franchise and complementary therapeutic expertise, to maximize the value of XywavTM (calcium, magnesium, potassium, and sodium oxybates) oral solution, Epidiolex, and other
neuroscience products.
Under the terms of the agreement, holders of GW ADSs, which each represent 12 GW ordinary shares, will be entitled to receive $220.00 for each GW ADS, of which
$200.00 will be paid in cash and $20.00 in Jazz ordinary shares. This represents a premium of approximately 50 percent over GW s closing stock price on February 2, 2021, of $146.25 and 60 percent over GW s 30-day volume weighted average price of $137.17.
The number of Jazz ordinary shares to be issued to the holders of GW
ADSs will be based on the volume-weighted average price of Jazz s ordinary shares over a 15 trading day period preceding the closing date of the transaction, subject to limitations on the maximum and minimum number of Jazz ordinary shares
issuable per GW ADS based on a price range of $139.72 to $170.76 per Jazz ordinary share. Holders of GW ordinary shares that are not in ADS form will be entitled to receive the foregoing consideration divided by 12 per ordinary share.
The cash portion of the transaction consideration is expected to be funded through a combination of cash on hand and debt financing. Jazz has obtained fully
committed debt financing from BofA Securities and J.P. Morgan Securities LLC. The financing includes a meaningful portion of pre-payable debt, in line with Jazz s commitment to rapid deleveraging.
The transaction has been unanimously
approved by the Boards of Directors of both companies, and is subject to the approval of GW shareholders, sanction by the High Court of Justice of England and Wales and other customary closing conditions, including regulatory approvals. Subject to
the satisfaction or waiver of the closing conditions, the transaction is expected to close in the second quarter of 2021.
Conference Call Details
The two companies will host a conference call today at 8:30 AM ET to discuss this transaction. The live webcast may be accessed from the Investors
section of the companies websites at www.jazzpharmaceuticals.com and www.gwpharm.com. Please connect prior to the start of the conference call to ensure adequate time for any software downloads that may be necessary. Investors may
participate in the conference call by dialing (855) 353-7924 in the U.S., or (503) 343-6056 outside the U.S., and entering passcode 5591214.
A replay of the conference call will be available through February 10, 2021, by dialing (855) 859-2056 in
the U.S., or (404) 537-3406 outside the U.S., and entering passcode 5591214. An archived version of the webcast will be available for at least one week in the Investors section of the companies
websites at www.jazzpharmaceuticals.com or www.gwpharm.com.
Evercore and Guggenheim are serving as lead financial advisors to Jazz Pharmaceuticals, and Evercore is acting as debt advisor. Jazz Pharmaceuticals also
received financial advice from BofA Securities and J.P. Morgan Securities LLC. Wachtell, Lipton, Rosen & Katz, Macfarlanes LLP and Arthur Cox LLP are serving as legal advisors.
Goldman Sachs & Co. LLC and Centerview Partners LLC are serving as financial advisors to GW Pharmaceuticals plc and Cravath, Swaine & Moore
LLP and Slaughter and May are serving as legal advisors.
About Jazz Pharmaceuticals plc
Jazz Pharmaceuticals plc (Nasdaq: JAZZ) is a global biopharmaceutical company dedicated to developing and commercializing life-changing medicines that
transform the lives of patients with serious diseases often with limited or no options. We have a diverse portfolio of marketed medicines and novel product candidates, from early- to late-stage development, in key therapeutic areas. Our focus
is in neuroscience, including sleep and movement disorders, and in oncology, including hematologic malignancies and solid tumors. We actively explore new options for patients including novel compounds, small molecule advancements, biologics and
innovative delivery technologies. Jazz is headquartered in Dublin, Ireland and has employees around the globe, serving patients in more than 90 countries. For more information, please visit www.jazzpharmaceuticals.com and follow
@JazzPharma on Twitter.
About GW Pharmaceuticals plc
Founded in 1998, GW is a biopharmaceutical company focused on discovering, developing and commercializing novel therapeutics from its proprietary cannabinoid
product platform in a broad range of disease areas. The Company s lead product, EPIDIOLEX (cannabidiol) oral solution, is commercialized in the U.S. by its U.S. subsidiary Greenwich
Biosciences for the treatment of seizures associated with Lennox-Gastaut syndrome (LGS), Dravet syndrome, or tuberous sclerosis complex (TSC) in patients one year of age and older. This product has received approval in the European Union under the
tradename EPIDYOLEX for the adjunctive treatment of seizures associated with LGS or Dravet syndrome in conjunction with clobazam in patients two years and older and is under EMA review for
the treatment of TSC. The Company has a deep pipeline of additional cannabinoid product candidates, in particular nabiximols, for which the Company is advancing multiple late-stage clinical programs in order to seek FDA approval in the treatment of
spasticity associated with multiple sclerosis and spinal cord injury. The Company has additional cannabinoid product candidates in clinical trials for autism and schizophrenia.
Jazz Pharmaceuticals Media Contact:
Vice President, Corporate Affairs & Government Relations
2141 U.S. +1 215 867 4910
Jazz Pharmaceuticals Investor
Andrea N. Flynn, Ph.D., Vice President, Head, Investor Relations
Ireland +353 1 634 7887 U.S. +1 650 496
GW Pharmaceuticals Media Contacts:
Cardillo, Vice President, Corporate Communication
U.S. kcardillo@gwpharm.com +1 760 579 6628
UK: Ben Atwell, FTI Consulting
ben.atwell@fticonsulting.com +44 (0)20 3727 1000
GW Pharmaceuticals Investor Contact:
Scott Giacobello, Chief Financial Officer
sgiacobello@gwpharm.com +1 (760) 795 2200
Forward Looking Statements
This communication contains forward-looking statements regarding Jazz Pharmaceuticals and GW Pharmaceuticals, including, but not limited to, statements related
to the proposed acquisition of GW Pharmaceuticals and the anticipated timing, results and benefits thereof, including the potential for Jazz Pharmaceuticals to accelerate its growth and neuroscience leadership, and for the acquisition to provide
long-term growth opportunities to create shareholder value; Jazz Pharmaceuticals expected financing for the transaction; and other statements that are not historical facts. You can generally identify forward-looking statements by the use of
forward-looking terminology such as anticipate, believe, continue, could, estimate, expect, explore, evaluate, intend, may,
might, plan, potential, predict, project, seek, should, or will, or the negative thereof or other variations thereon or comparable terminology. These
forward-looking statements are based on each of the companies current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties, many of
which are beyond Jazz Pharmaceuticals or GW Pharmaceuticals control. 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 and uncertainties associated with: Jazz Pharmaceuticals and GW Pharmaceuticals ability to complete the acquisition on the proposed terms or
on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary regulatory and shareholder approvals, the sanction of the High Court of Justice of England and Wales and satisfaction of other closing
conditions to consummate the acquisition; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction; risks related to diverting the
attention of GW Pharmaceuticals and Jazz Pharmaceuticals management from ongoing business operations; failure to realize the expected benefits of the acquisition; significant transaction costs and/or unknown or inestimable liabilities; the risk of
shareholder litigation in connection with the proposed transaction, including resulting expense or delay; the risk that GW Pharmaceuticals business will not be integrated successfully or that such integration may be more difficult,
time-consuming or costly than expected; Jazz Pharmaceuticals ability to obtain the expected financing to consummate the acquisition; risks related to future opportunities and plans for the combined company, including the uncertainty of
expected future regulatory filings, financial performance and results of the combined company following completion of the acquisition; GW Pharmaceuticals dependence on the successful commercialization of Epidiolex/Epidyolex and the uncertain
market potential of Epidiolex; pharmaceutical product development and the uncertainty of clinical success; the regulatory approval process, including the risks that GW Pharmaceuticals may be unable to submit anticipated regulatory filings on the