GW Pharma to Be Obtained for $220 Per Share

GW Pharmaceuticals plc, Producing an Ingenious, High-Growth, Global Biopharma Leader
  • Includes high-growth industrial franchise to Neuroscience portfolio with Epidiolex ®, the very first and just FDA-approved prescription cannabidiol medication and a possible near-term smash hit
  • Improved item diversity of combined business anticipated to supply faster double-digit earnings development
  • Expected to be accretive in very first complete year of combined operations and significantly accretive afterwards
  • Teleconference today at 8:30 AM ET

DUBLIN and LONDON, Feb. 3, 2021/ PRNewswire/– Jazz Pharmaceuticals plc (Nasdaq: JAZZ) and GW Pharmaceuticals plc (Nasdaq: GWPH) today revealed the business have actually participated in a conclusive arrangement for Jazz to get GW for $220.00 per American Depositary Share (ADS), in the type of $200.00 in money and $20.00 in Jazz normal shares, for an overall factor to consider of $7.2 billion, or $6.7 billion internet of GW money. The deal, which has actually been all authorized by the Boards of Directors of both business, is anticipated to close in the 2nd quarter of 2021.

Upon close of the deal, the combined business will be a leader in neuroscience with an international industrial and functional footprint well placed to take full advantage of the worth of its varied portfolio.

GW is an international leader in finding, establishing, making and advertising unique, regulative authorized rehabs from its exclusive cannabinoid item platform to attend to a broad variety of illness. The business’s lead item, Epidiolex ® (cannabidiol) oral service, is authorized in clients 1 year and older for the treatment of seizures connected with Lennox-Gastaut Syndrome (LGS), Dravet Syndrome and Tuberous Sclerosis Complex (TSC), all of which are unusual illness identified by extreme early-onset epilepsy. Epidiolex was the very first plant-derived cannabinoid medication ever authorized by the U.S. Fda (FDA). This item has actually likewise been authorized, under the tradename Epidyolex ®, by the European Medicines Firm (EMA) in clients 2 years of age and older for the adjunctive treatment of seizures connected with LGS and Dravet syndrome in combination with clobazam and is under EMA evaluation for the treatment of seizures connected with TSC. In addition to the authorized signs for Epidiolex, there are significant chances to pursue other signs within the epilepsy field, consisting of other treatment-resistant epilepsies where considerable unmet requirements of clients exist.

Beyond Epidiolex, GW has a clinical platform and deep ingenious pipeline of cannabinoid item prospects, along with extremely specialized production know-how, established over 20 years of pioneering and structure management in cannabinoid science. This pipeline consists of nabiximols, for which the business remains in Stage 3 trials to look for FDA approval for treatment of spasticity connected with numerous sclerosis and spine injury, along with earlier-stage cannabinoid item prospects for autism and schizophrenia.

Jazz takes pride in our management position in sleep medications and quickly growing oncology company. We are delighted to include GW’s industry-leading cannabinoid platform, ingenious pipeline and items, which will reinforce and widen our neuroscience portfolio, even more diversify our earnings and drive sustainable, long-lasting worth development chances.

Bruce Cozadd, chairman and CEO of Jazz Pharmaceuticals

” We are signing up with 2 groups that share an enthusiasm for, and performance history of, establishing separated treatments that advance science and change the lives of clients. This will assist assist in an effective combination and bring included abilities to Jazz. Offered the strength of our balance sheet and the significant monetary motorists of the deal, we are positive in the worth we can provide to both business’ investors and clients. We anticipate inviting the GW group to Jazz to develop an even more powerful business,” continued Cozadd.

Over the last 20 years, GW has actually developed an unequaled worldwide management position in cannabinoid science, consisting of the effective launch of Epidiolex, an advancement item within the field of epilepsy, and a varied and robust neuroscience pipeline. Our company believe that Jazz is a perfect development partner that is devoted to supporting our industrial efforts, along with continuous scientific and research study programs.

Justin Gover, CEO of GW Pharmaceuticals

We have a shared vision of establishing and advertising ingenious medications that attend to considerable unmet requirements in neuroscience and a technique of putting clients initially. Together, we will have a chance to reach and affect more clients through a wider portfolio of neuroscience-focused treatments than ever previously.

Develops an Ingenious, High-Growth, Global Biopharma Leader with Financial Strength

  • Including a 3rd High-Growth Commercial Franchise: The deal improves item diversity through the addition of a 3rd high-growth industrial franchise for vital unmet client requires within: 1) sleep conditions, 2) oncology, and 3) epilepsies. Particularly, the acquisition will broaden Jazz’s growing neuroscience company by including Epidiolex, an international, high-growth childhood-onset epilepsy franchise with near-term smash hit capacity.

GW has actually quickly scaled Epidiolex, accomplishing roughly $510 million in yearly sales within 2 years of launch and broad access to date, with more than 97% of U.S. lives covered 1 Epidiolex addresses considerable unmet requirements in the field of epilepsy and provides the capacity for a significant enhancement in results for clients who were formerly drug resistant. The combined business will develop a neuroscience leader with an international franchise and complementary healing know-how, to take full advantage of the worth of Xywav TM (calcium, magnesium, potassium, and salt oxybates) oral service, Epidiolex, and other neuroscience items.

  • Robust Combined Pipeline in Neuroscience and Oncology to Drive Sustainable Development: GW’s unique cannabinoid platform will broaden and diversify Jazz’s growing neuroscience pipeline. The cumulative Jazz and GW groups will bring extremely complementary know-how to a pro-forma pipeline of 19 scientific advancement programs throughout neuroscience and oncology, consisting of in sleep, epilepsy, motion conditions, psychiatry, hematology and strong growths. Following the close of the deal, the combined portfolio will consist of extremely separated possessions resolving considerable unmet client requirements, which, when integrated with complementary industrial designs, speeds up Jazz’s development method.
  • Shared Culture and Extraordinary Skill Will Advance Objective to Change the Lives of Clients: Jazz and GW are concentrated on establishing life-altering medications for individuals with major illness, typically with restricted or no treatment choices. Jazz’s and GW’s worldwide groups have distinct skills and know-how and have actually shown ability to establish and release separated treatments to support often-overlooked client populations. Both business are directed by shared worths that consist of stability, partnership, enthusiasm, development and pursuit of quality, and have cultures where variety, equity and addition are a concern. The deal combines 2 business with a considerable existence in the UK, which is anticipated to stay a fundamental part of the combined business.
  • Anticipated to Provide Considerable Investor Worth: The mix is anticipated to supply faster double-digit top-line earnings development and to be accretive in the very first complete year of combined operations and significantly accretive afterwards. Jazz’s strong capital profile offers the ability to quickly deleverage to a target net utilize of less than 3.5 x by the end of 2022.

Deal Terms

Under the regards to the arrangement, holders of GW ADSs, which each represent 12 GW normal shares, will be entitled to get $220.00 for each GW ADS, of which $200.00 will be paid in money and $20.00 in Jazz normal shares. This represents a premium of roughly half over GW’s closing stock cost on February 2, 2021, of $146.25 and 60 percent over GW’s 30-day volume weighted typical cost of $137.17.

The variety of Jazz normal shares to be released to the holders of GW ADSs will be based upon the volume-weighted typical cost of Jazz’s normal shares over a 15 trading day duration preceding the closing date of the deal, based on constraints on the optimum and minimum variety of Jazz normal shares issuable per GW ADS based upon a cost variety of $139.72 to $170.76 per Jazz normal share. Holders of GW normal shares that are not in ADS form will be entitled to get the foregoing factor to consider divided by 12 per normal share.

The money part of the deal factor to consider is anticipated to be moneyed through a mix of money on hand and financial obligation funding. Jazz has actually acquired completely devoted financial obligation funding from BofA Securities and J.P. Morgan Securities LLC. The funding consists of a significant part of pre-payable financial obligation, in line with Jazz’s dedication to fast deleveraging.

Closing Conditions

The deal has actually been all authorized by the Boards of Directors of both business, and goes through the approval of GW investors, sanction by the High Court of Justice of England and Wales and other popular closing conditions, consisting of regulative approvals. Topic to the fulfillment or waiver of the closing conditions, the deal is anticipated to close in the 2nd quarter of 2021.

Teleconference Information

The 2 business will host a teleconference today at 8:30 AM ET to discuss this deal. The live webcast might be accessed from the Financiers area of the business’ sites at www.jazzpharmaceuticals.com and www.gwpharm.com. Please link prior to the start of the teleconference to make sure sufficient time for any software application downloads that might be required. Financiers might take part in the teleconference by dialing (855) 353-7924 in the U.S., or (503) 343-6056 outside the U.S., and going into passcode 5591214.

A replay of the teleconference will be readily available through February 10, 2021, by dialing (855) 859-2056 in the U.S., or (404) 537-3406 outside the U.S., and going into passcode 5591214. An archived variation of the webcast will be readily available for a minimum of one week in the Financiers area of the business’ sites at www.jazzpharmaceuticals.com or www.gwpharm.com.

Advisors

Evercore and Guggenheim are acting as lead monetary consultants to Jazz Pharmaceuticals, and Evercore is functioning as financial obligation consultant. Jazz Pharmaceuticals likewise got monetary recommendations from BofA Securities and J.P. Morgan Securities LLC. Wachtell, Lipton, Rosen & & Katz, Macfarlanes LLP and Arthur Cox LLP are acting as legal consultants.

Goldman Sachs & & Co. LLC and Centerview Partners LLC are acting as monetary consultants to GW Pharmaceuticals plc and Cravath, Swaine & & Moore LLP and Massacre and Might are acting as legal consultants.

About Jazz Pharmaceuticals plc

Jazz Pharmaceuticals plc (Nasdaq: JAZZ) is an international biopharmaceutical business devoted to establishing and advertising life-altering medications that change the lives of clients with major illness– typically with restricted or no choices. We have a varied portfolio of marketed medications and unique item prospects, from early- to late-stage advancement, in crucial healing locations. Our focus remains in neuroscience, consisting of sleep and motion conditions, and in oncology, consisting of hematologic malignancies and strong growths. We actively check out brand-new choices for clients consisting of unique substances, little particle improvements, biologics and ingenious shipment innovations. Jazz is headquartered in Dublin, Ireland and has workers around the world, serving clients in more than 90 nations. To find out more, please see www.jazzpharmaceuticals.com and follow @JazzPharma on Twitter.

About GW Pharmaceuticals plc

Established in 1998, GW is a biopharmaceutical business concentrated on finding, establishing and advertising unique rehabs from its exclusive cannabinoid item platform in a broad variety of illness locations. The Business’s lead item, EPIDIOLEX ® (cannabidiol) oral service, is advertised in the U.S. by its U.S. subsidiary Greenwich Biosciences for the treatment of seizures connected with Lennox-Gastaut syndrome (LGS), Dravet syndrome, or tuberous sclerosis complex (TSC) in clients one year of age and older. This item has actually gotten approval in the European Union under the tradename EPIDYOLEX ® for the adjunctive treatment of seizures connected with LGS or Dravet syndrome in combination with clobazam in clients 2 years and older and is under EMA evaluation for the treatment of TSC. The Business has a deep pipeline of extra cannabinoid item prospects, in specific nabiximols, for which the Business is advancing numerous late-stage scientific programs in order to look for FDA approval in the treatment of spasticity connected with numerous sclerosis and spine injury. The Business has extra cannabinoid item prospects in scientific trials for autism and schizophrenia.

Jazz Pharmaceuticals Media Contact:
Jacqueline Kirby, Vice President, Corporate Affairs & & Federal Government Relations
Ireland +353 1 697 2141 U.S. +1 215 867 4910

Jazz Pharmaceuticals Financier Contact:
Andrea N. Flynn, Ph.D., Vice President, Head, Financier Relations
Ireland +353 1 634 7887 U.S. +1 650 496 2717

GW Pharmaceuticals Media Contacts:
United States; Kristen Cardillo, Vice President, Corporate Interaction
U.S. [email protected] +1 760 579 6628

UK: Ben Atwell, FTI Consulting
London [email protected] +44 (0 )20 3727 1000

GW Pharmaceuticals Financier Contact:
Scott Giacobello, Chief Financial Officer
U.S. [email protected] +1 (760) 795 2200

1 GW financials based upon initial unaudited monetary info. Client population since January 12, 2021.

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