GW Pharmaceuticals plc Announces Pricing of Public Offering of ADSs Raising Gross Proceeds of $276 Million
December 06 2017 - 9:40PM
GW Pharmaceuticals plc (Nasdaq:GWPH) ("GW" or the “Company”), a
biopharmaceutical company focused on discovering, developing and
commercializing novel therapeutics from its proprietary cannabinoid
product platform, announced today the pricing of an underwritten
public offering by the Company. GW will issue 2,400,000 American
Depositary Shares (“ADSs”), representing 28,800,000 ordinary shares
of GW, at a price to the public of $115.00 per ADS on the NASDAQ
Global Market, raising gross proceeds of approximately $276 million
(before deducting underwriting discounts, commissions and offering
expenses). GW has granted the underwriters a 30-day option to
purchase up to an additional 360,000 ADSs at the public offering
price less underwriting discounts and commissions. Closing of
the offering is expected to occur on 11 December, 2017.
Goldman Sachs & Co. LLC, Morgan Stanley,
BofA Merrill Lynch and Cowen are acting as joint book-running
managers for the offering.
The ADSs described above are being offered by GW
pursuant to a shelf registration statement filed by GW with the
Securities and Exchange Commission (“SEC”) that became
automatically effective on April 17, 2017. A preliminary prospectus
supplement related to the offering has been filed with the SEC and
is available on the SEC’s website at http://www.sec.gov.
Copies of the final prospectus supplement and the accompanying
prospectus relating to this offering, when available, may be
obtained from Goldman Sachs & Co. LLC, Attention: Prospectus
Department, 200 West Street, New York, NY 10282, telephone:
1-866-471-2526, facsimile: 212-902-9316 or by emailing
prospectusgroup-ny@ny.email.gs.com; Morgan Stanley & Co. LLC,
Attention: Prospectus Department, 180 Varick Street, 2nd
Floor, New York, New York 10014; BofA Merrill Lynch,
NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC
28255-0001, Attention: Prospectus Department, email:
dg.prospectus_requests@baml.com; or from Cowen and Company, LLC,
c/o Broadridge Financial Services, 1155 Long Island Avenue,
Edgewood, NY, 11717, Attn: Prospectus Department, telephone:
1-631-274-2806.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
For readers in the European Economic
Area
In any EEA Member State that has implemented the
Prospectus Directive, this communication is only addressed to and
directed at qualified investors in that Member State within the
meaning of the Prospectus Directive. The term “Prospectus
Directive” means Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EU, to the extent implemented in each
relevant Member State), together with any relevant implementing
measure in the relevant Member State.
For readers in the United
Kingdom
This communication, in so far as it constitutes
an invitation or inducement to enter into investment activity
(within the meaning of s21 Financial Services and Markets Act 2000
as amended) in connection with the securities which are the subject
of the offering described in this press release or otherwise, is
being directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters
relating to investments who fall within Article 19(5) (“Investment
professionals”) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”) or (iii) certain
high value persons and entities who fall within Article 49(2)(a) to
(d) (“High net worth companies, unincorporated associations etc”)
of the Order; or (iv) any other person to whom it may lawfully be
communicated (all such persons in (i) to (iv) together being
referred to as “relevant persons”). The ADSs are only available to,
and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such ADSs will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.
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. GW, along with its U.S.
subsidiary, Greenwich Biosciences, is advancing an orphan drug
program in the field of childhood epilepsy with a focus on
Epidiolex (cannabidiol), for which GW has submitted an NDA to the
FDA for the adjunctive treatment of LGS and Dravet syndrome. The
Company continues to evaluate Epidiolex in additional epilepsy
conditions and currently has ongoing clinical trials in Tuberous
Sclerosis Complex and Infantile Spasms. GW commercialized the
world’s first plant-derived cannabinoid prescription drug, Sativex®
(nabiximols), which is approved for the treatment of spasticity due
to multiple sclerosis in numerous countries outside the United
States. The Company has a deep pipeline of additional cannabinoid
product candidates which includes compounds in Phase 1 and 2 trials
for glioblastoma, schizophrenia and epilepsy.
Forward-looking statements
This news release may contain forward-looking
statements that reflect GW's current expectations regarding future
events, including statements regarding the expected closing of the
offering, financial performance, the timing of clinical trials, the
timing and outcomes of regulatory or intellectual property
decisions, the relevance of GW products commercially available and
in development, the clinical benefits of Epidiolex® (cannabidiol),
the safety profile and commercial potential of Epidiolex, and the
development and commercialization of Epidiolex. Forward-looking
statements involve risks and uncertainties. Actual events could
differ materially from those projected herein and depend on a
number of factors, including (inter alia), the success of GW’s
research strategies, the applicability of the discoveries made
therein, the successful and timely completion of, and uncertainties
related to, the regulatory process, and the acceptance of Sativex,
Epidiolex and other products by consumer and medical professionals.
A further list and description of risks and uncertainties
associated with an investment in GW can be found in GW’s filings
with the U.S. Securities and Exchange Commission, including the
most recent Form 20-F filed on 4 December 2017. Existing and
prospective investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. GW undertakes no obligation to update or revise the
information contained in this press release, whether as a result of
new information, future events or circumstances or otherwise.
Enquiries:
GW
Pharmaceuticals plc |
(Today)
+44 20 3727 1000 |
Stephen Schultz, VP
Investor Relations (US) |
917 280 2424 / 401 500
6570 |
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