Jazz Pharmaceuticals to Get GW Pharmaceuticals plc, Developing an Ingenious, High-Growth, Global Biopharma Leader

Includes high-growth business franchise to Neuroscience portfolio with Epidiolex ®, the very first and just FDA-approved prescription cannabidiol medication and a prospective near-term hit

Improved item diversity of combined business anticipated to offer faster double-digit profits development

Expected to be accretive in very first complete year of combined operations and considerably 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 contract 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 common shares, for an overall factor to consider of $ 7.2 billion, or $ 6.7 billion web 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 a worldwide business and functional footprint well placed to optimize the worth of its varied portfolio.

GW is a worldwide leader in finding, establishing, making and advertising unique, regulative authorized therapies from its exclusive cannabinoid item platform to attend to a broad variety of illness. The business’s lead item, Epidiolex ® (cannabidiol) oral option, 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 defined by serious 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 substantial 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 competence, 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 several 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 enhance and widen our neuroscience portfolio, even more diversify our profits and drive sustainable, long-lasting worth production chances,” stated 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. Provided 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 eagerly anticipate inviting the GW group to Jazz to construct an even more powerful business.”

” Over the last 20 years, GW has actually constructed an unequaled worldwide management position in cannabinoid science, consisting of the effective launch of Epidiolex, a development 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 business efforts, along with continuous medical and research study programs,” stated Justin Gover, CEO of GW Pharmaceuticals. “We have a shared vision of establishing and advertising ingenious medications that attend to substantial 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 in the past.”

Produces 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 business 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, a worldwide, high-growth childhood-onset epilepsy franchise with near-term hit capacity.

    GW has actually quickly scaled Epidiolex, attaining 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 substantial unmet requirements in the field of epilepsy and provides the capacity for a considerable enhancement in results for clients who were formerly drug resistant. The combined business will develop a neuroscience leader with a worldwide franchise and complementary restorative competence, to optimize the worth of Xywav TM (calcium, magnesium, potassium, and salt oxybates) oral option, 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 competence to a pro-forma pipeline of 19 medical 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 dealing with substantial unmet client requirements, which, when integrated with complementary business designs, speeds up Jazz’s development method.
  • Shared Culture and Remarkable 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, frequently with restricted or no treatment alternatives. Jazz’s and GW’s worldwide groups have special skills and competence and have actually shown ability to establish and introduce separated treatments to support often-overlooked client populations. Both business are directed by shared worths that consist of stability, cooperation, enthusiasm, development and pursuit of quality, and have cultures where variety, equity and addition are a concern. The deal combines 2 business with a substantial existence in the UK, which is anticipated to stay a vital part of the combined business.
  • Anticipated to Provide Significant Investor Worth: The mix is anticipated to offer faster double-digit top-line profits development and to be accretive in the very first complete year of combined operations and considerably 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 contract, holders of GW ADSs, which each represent 12 GW common 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 common 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 common shares to be released to the holders of GW ADSs will be based upon the volume-weighted typical cost of Jazz’s common 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 common shares issuable per GW ADS based upon a rate variety of $ 139.72 to $ 170.76 per Jazz common share. Holders of GW common shares that are not in ADS form will be entitled to get the foregoing factor to consider divided by 12 per common 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 quick deleveraging.

Closing Conditions

The deal has actually been all authorized by the Boards of Directors of both business, and undergoes the approval of GW investors, sanction by the High Court of Justice of England and Wales and other traditional closing conditions, consisting of regulative approvals. Topic to the complete satisfaction 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 appropriate time for any software application downloads that might be needed. 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 offered 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 offered 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 functioning as lead monetary consultants to Jazz Pharmaceuticals, and Evercore is serving as financial obligation consultant. Jazz Pharmaceuticals likewise got monetary guidance from BofA Securities and J.P. Morgan Securities LLC. Wachtell, Lipton, Rosen & & Katz, Macfarlanes LLP and Arthur Cox LLP are functioning as legal consultants.

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

About Jazz Pharmaceuticals plc
Jazz Pharmaceuticals plc (Nasdaq: JAZZ) is a worldwide biopharmaceutical business devoted to establishing and advertising life-altering medications that change the lives of clients with major illness– frequently with restricted or no alternatives. We have a varied portfolio of marketed medications and unique item prospects, from early- to late-stage advancement, in crucial restorative 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 alternatives for clients consisting of unique substances, little particle improvements, biologics and ingenious shipment innovations. Jazz is headquartered in Dublin, Ireland and has staff members around the world, serving clients in more than 90 nations. To learn 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 therapies from its exclusive cannabinoid item platform in a broad variety of illness locations. The Business’s lead item, EPIDIOLEX ® (cannabidiol) oral option, 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 several late-stage medical programs in order to look for FDA approval in the treatment of spasticity connected with several sclerosis and spine injury. The Business has extra cannabinoid item prospects in medical 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

Forward Looking Declarations

This interaction consists of positive declarations relating to Jazz Pharmaceuticals and GW Pharmaceuticals, consisting of, however not restricted to, declarations connected to the proposed acquisition of GW Pharmaceuticals and the expected timing, results and benefits thereof, consisting of the capacity for Jazz Pharmaceuticals to accelerate its development and neuroscience management, and for the acquisition to offer long-lasting development chances to develop investor worth; Jazz Pharmaceuticals’ anticipated funding for the deal; and other declarations that are not historic realities. You can typically determine positive declarations by the usage of positive terms such as “expect,” “think,” “continue,” “could,” “quote,” “anticipate,” “check out,” “examine,” “plan,” “might,” “might,” “strategy,” “possible,” “forecast,” “task,” “look for,” “should,” or “will,” or the unfavorable thereof or other variations thereon or similar terms. These positive declarations are based upon each of the business’ present strategies, goals, price quotes, expectations and intents and naturally include substantial dangers and unpredictabilities, a lot of which are beyond Jazz Pharmaceuticals’ or GW Pharmaceuticals’ control. Real outcomes and the timing of occasions might vary materially from those expected in such positive declarations as an outcome of these dangers and unpredictabilities, that include, without restriction, dangers and unpredictabilities connected with: Jazz Pharmaceuticals’ and GW Pharmaceuticals’ capability to finish the acquisition on the proposed terms or on the expected timeline, or at all, consisting of dangers and unpredictabilities connected to protecting the needed regulative and investor approvals, the sanction of the High Court of Justice of England and Wales and complete satisfaction of other closing conditions to skilled the acquisition; the event of any occasion, modification or other situation that might generate the termination of the conclusive deal contract associating with the proposed deal; dangers connected to diverting the attention of GW Pharmaceuticals’ and Jazz Pharmaceuticals’ management from continuous company operations; failure to recognize the anticipated advantages of the acquisition; substantial deal expenses and/or unidentified or inestimable liabilities; the danger of investor lawsuits in connection with the proposed deal, consisting of resulting cost or hold-up; the danger that GW Pharmaceuticals’ company will not be incorporated effectively or that such combination might be harder, lengthy or expensive than anticipated; Jazz Pharmaceuticals’ capability to acquire the anticipated funding to skilled the acquisition; dangers connected to future chances and prepare for the combined business, consisting of the unpredictability of predicted future regulative filings, monetary efficiency and outcomes of the combined business following conclusion of the acquisition; GW Pharmaceuticals’ reliance on the effective commercialization of Epidiolex/Epidyolex and the unsure market capacity of Epidiolex; pharmaceutical item advancement and the unpredictability of medical success; the regulative approval procedure, consisting of the dangers that GW Pharmaceuticals might be not able to send expected regulative filings on the timeframe expected, or at all, or that GW Pharmaceuticals might be not able to acquire regulative approvals of any of its item prospects, consisting of nabiximols and Epidiolex for extra signs, in a prompt way or at all; interruption from the proposed acquisition, making it harder to carry out company as normal or preserve relationships with consumers, staff members or providers; impacts associating with the statement of the acquisition or any more statements or the consummation of the acquisition on the marketplace cost of Jazz Pharmaceuticals’ common shares or GW Pharmaceuticals’ American depositary shares or common shares; the possibility that, if Jazz Pharmaceuticals does not attain the viewed advantages of the acquisition as quickly or to the degree expected by monetary experts or financiers, the marketplace cost of Jazz Pharmaceuticals’ common shares might decrease; possible lawsuits connected with the possible acquisition; regulative efforts and modifications in tax laws; market volatility; and other dangers and unpredictabilities impacting Jazz Pharmaceuticals and GW Pharmaceuticals, consisting of those explained from time to time under the caption “Danger Elements” and in other places in Jazz Pharmaceuticals’ and GW Pharmaceuticals’ Securities and Exchange Commission (SEC) filings and reports, consisting of Jazz Pharmaceuticals’ Yearly Report on Type 10-K for the year ended December 31, 2019 and Quarterly Report on Type 10-Q for the quarter ended September 30, 2020, GW Pharmaceuticals’ Yearly Report on Type 10-K for the year ended December 31, 2019 and Quarterly Report on Type 10-Q for the quarter ended September 30, 2020, and future filings and reports by either business. In addition, while Jazz Pharmaceuticals and GW Pharmaceuticals anticipate the COVID-19 pandemic to continue to negatively impact their particular company operations and monetary outcomes, the degree of the influence on the combined business’s capability to create sales of and earnings from its authorized items, perform on brand-new item launches, its medical advancement and regulative efforts, its business advancement goals and the worth of and market for its common shares, will depend upon future advancements that are extremely unsure and can not be anticipated with self-confidence at this time. Additionally, other dangers and unpredictabilities of which Jazz Pharmaceuticals or GW Pharmaceuticals are not presently conscious might likewise impact each of the business’ positive declarations and might trigger real outcomes and the timing of occasions to vary materially from those expected. Financiers are warned that positive declarations are not warranties of future efficiency. The positive declarations made in this interaction are made just since the date hereof or since the dates suggested in the positive declarations and show the views mentioned therein with regard to future occasions as at such dates, even if they are consequently provided by Jazz Pharmaceuticals or GW Pharmaceuticals on their particular sites or otherwise. Neither Jazz Pharmaceuticals nor GW Pharmaceuticals carries out any commitment to upgrade or supplement any positive declarations to show real outcomes, brand-new info, future occasions, modifications in its expectations or other situations that exist after the date since which the positive declarations were made.

Extra Details and Where to Discover It

In connection with the proposed deal, GW Pharmaceuticals means to submit a proxy declaration with the SEC. Each of Jazz Pharmaceuticals and GW Pharmaceuticals might likewise submit other pertinent files with the SEC relating to the proposed deal. The conclusive proxy declaration (if and when offered) will be sent by mail to investors of GW Pharmaceuticals. FINANCIERS AND SECURITY HOLDERS ARE PROMPTED TO READ THE PROXY DECLARATION (WHICH WILL CONSIST OF AN EXPLANATORY DECLARATION IN REGARD OF THE PLAN OF PLAN OF GW PHARMACEUTICALS, IN ACCORDANCE WITH THE REQUIREMENTS OF THE U.K. BUSINESS ACT 2006) AND ANY OTHER APPROPRIATE FILES THAT MAY BE SUBMITTED WITH THE SEC, IN ADDITION TO ANY AMENDMENTS OR SUPPLEMENTS TO THESE FILES, THOROUGHLY AND IN THEIR TOTALITY IF AND WHEN THEY APPEAR BECAUSE THEY CONTAIN OR WILL INCLUDE CRUCIAL DETAILS ABOUT THE PROPOSED DEAL.

Financiers and security holders will have the ability to acquire complimentary copies of the proxy declaration (if and when offered) and other files including essential info about Jazz Pharmaceuticals, GW Pharmaceuticals and the proposed deal, when such files are submitted with the SEC through the site kept by the SEC at http://www.sec.gov. Copies of the files submitted with the SEC by Jazz Pharmaceuticals will be offered complimentary of charge on Jazz Pharmaceuticals’ site at https://www.jazzpharma.com. Copies of the files submitted with the SEC by GW Pharmaceuticals will be offered complimentary of charge on GW Pharmaceuticals’ site at https://www.gwpharm.com.

Individuals in the Solicitation

Jazz Pharmaceuticals, GW Pharmaceuticals, their particular directors and particular of their executive officers and other staff members might be considered to be individuals in the solicitation of proxies from GW Pharmaceuticals’s security holders in connection with the proposed deal. Details about GW Pharmaceuticals’s directors and executive officers is stated in GW Pharmaceuticals’s proxy declaration on Set up 14A for its 2020 Yearly General Fulfilling, which was submitted with the SEC on April 7, 2020, and its Present Report on Type 8-K submitted with the SEC on September 10, 2020 and subsequent declarations of helpful ownership on file with the SEC. Details about Jazz Pharmaceuticals’s directors and executive officers is stated in Jazz Pharmaceuticals’s proxy declaration on Set up 14A for its 2020 Yearly General Fulfilling, which was submitted with the SEC on June 12, 2020 and subsequent declarations of helpful ownership on file with the SEC. Extra info relating to the individuals who may, under the guidelines of the SEC, be considered individuals in the solicitation of GW Pharmaceuticals security holders in connection with the proposed deal, consisting of a description of their direct or indirect interests, by security holdings or otherwise, will be stated in the proxy declaration when it is submitted with the SEC.

No Deal Or Solicitation

This interaction is not planned to and will not make up a deal to purchase or offer or the solicitation of a deal to purchase or offer any securities, or a solicitation of any vote or approval, nor will there be any deal, solicitation or sale of securities in any jurisdiction in which such deal, solicitation or sale would be illegal previous to registration or credentials under the securities laws of any such jurisdiction. No deal of securities will be made in the United States missing registration under the U.S. Securities Act of 1933, as modified (Securities Act), or pursuant to an exemption from, or in a deal exempt to, such registration requirements. Allure Pharmaceuticals securities released in the proposed deal are expected to be released in dependence upon an offered exemption from such registration requirements pursuant to Area 3( a)( 10) of the Securities Act.

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

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