DUBLIN and LONDON, Feb. 3,
2021 /PRNewswire/ -- 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
- Adding a Third High-Growth Commercial Franchise:
The transaction enhances product diversification through the
addition of a third high-growth commercial franchise for critical
unmet patient needs within: 1) sleep disorders, 2) oncology, and 3)
epilepsies. Specifically, the acquisition will expand Jazz's
growing neuroscience business by adding Epidiolex, a global,
high-growth childhood-onset epilepsy franchise with near-term
blockbuster potential.
GW has 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.
- Robust Combined Pipeline in Neuroscience and Oncology to
Drive Sustainable Growth: GW's novel cannabinoid platform will
expand and diversify Jazz's growing neuroscience pipeline. The
collective Jazz and GW teams will bring highly complementary
expertise to a pro-forma pipeline of 19 clinical development
programs across neuroscience and oncology, including in sleep,
epilepsy, movement disorders, psychiatry, hematology and solid
tumors. Following the close of the transaction, the combined
portfolio will include highly differentiated assets addressing
significant unmet patient needs, which, when combined with
complementary commercial models, accelerates Jazz's growth
strategy.
- Shared Culture and Exceptional Talent Will Advance Mission
to Transform the Lives of Patients: Jazz and GW are focused on
developing life-changing medicines for people with serious
diseases, often with limited or no treatment options. Jazz's and
GW's global teams possess unique talents and expertise and have
proven capability to develop and launch differentiated therapies to
support often-overlooked patient populations. Both companies are
guided by shared values that include integrity, collaboration,
passion, innovation and pursuit of excellence, and have cultures
where diversity, equity and inclusion are a priority. The
transaction brings together two companies with a significant
presence in the United Kingdom,
which is expected to remain an important part of the combined
enterprise.
- Expected to Deliver Substantial Shareholder Value: The
combination is expected to provide accelerated double-digit
top-line revenue growth and to be accretive in the first full year
of combined operations and substantially accretive thereafter.
Jazz's strong cash flow profile provides the capability to rapidly
deleverage to a target net leverage of less than 3.5x by the end of
2022.
Transaction Terms
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.
Closing Conditions
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.
Advisors
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:
Jacqueline Kirby, Vice President, Corporate
Affairs & Government Relations
Ireland +353 1 697
2141 U.S. +1 215 867 4910
Jazz Pharmaceuticals Investor Contact:
Andrea N. Flynn, Ph.D., Vice President, Head,
Investor Relations
Ireland +353 1 634
7887 U.S. +1 650 496 2717
GW Pharmaceuticals Media Contacts:
US; Kristen Cardillo, Vice President, Corporate
Communication
U.S. kcardillo@gwpharm.com +1 760 579 6628
UK: Ben Atwell, FTI
Consulting
London
ben.atwell@fticonsulting.com +44 (0)20 3727 1000
GW Pharmaceuticals Investor Contact:
Scott Giacobello, Chief Financial Officer
U.S. 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 timeframe anticipated, or at
all, or that GW Pharmaceuticals may be unable to obtain regulatory
approvals of any of its product candidates, including nabiximols
and Epidiolex for additional indications, in a timely manner or at
all; disruption from the proposed acquisition, making it more
difficult to conduct business as usual or maintain relationships
with customers, employees or suppliers; effects relating to the
announcement of the acquisition or any further announcements or the
consummation of the acquisition on the market price of Jazz Pharmaceuticals' ordinary shares or
GW Pharmaceuticals' American
depositary shares or ordinary shares; the possibility that, if Jazz
Pharmaceuticals does not achieve the perceived benefits of the
acquisition as rapidly or to the extent anticipated by financial
analysts or investors, the market price of Jazz Pharmaceuticals' ordinary shares could
decline; potential litigation associated with the possible
acquisition; regulatory initiatives and changes in tax laws; market
volatility; and other risks and uncertainties affecting Jazz
Pharmaceuticals and GW Pharmaceuticals, including those described
from time to time under the caption "Risk Factors" and elsewhere in
Jazz Pharmaceuticals' and GW Pharmaceuticals' Securities and Exchange
Commission (SEC) filings and reports, including Jazz
Pharmaceuticals' Annual Report on Form 10-K for the year ended
December 31, 2019 and Quarterly
Report on Form 10-Q for the quarter ended September 30, 2020, GW Pharmaceuticals' Annual
Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form
10-Q for the quarter ended September 30,
2020, and future filings and reports by either company. In
addition, while Jazz Pharmaceuticals and GW Pharmaceuticals expect
the COVID-19 pandemic to continue to adversely affect their
respective business operations and financial results, the extent of
the impact on the combined company's ability to generate sales of
and revenues from its approved products, execute on new product
launches, its clinical development and regulatory efforts, its
corporate development objectives and the value of and market for
its ordinary shares, will depend on future developments that are
highly uncertain and cannot be predicted with confidence at this
time. Moreover, other risks and uncertainties of which Jazz
Pharmaceuticals or GW Pharmaceuticals are not currently aware may
also affect each of the companies' forward-looking statements and
may cause actual results and the timing of events to differ
materially from those anticipated. Investors are cautioned that
forward-looking statements are not guarantees of future
performance. The forward-looking statements made in this
communication are made only as of the date hereof or as of the
dates indicated in the forward-looking statements and reflect
the views stated therein with respect to future events as at such
dates, even if they are subsequently made available by Jazz
Pharmaceuticals or GW Pharmaceuticals on their respective websites
or otherwise. Neither Jazz Pharmaceuticals nor GW Pharmaceuticals
undertakes any obligation to update or supplement any
forward-looking statements to reflect actual results, new
information, future events, changes in its expectations or other
circumstances that exist after the date as of which the
forward-looking statements were made.
Additional Information and Where to Find It
In connection with the proposed transaction, GW Pharmaceuticals
intends to file a proxy statement with the SEC. Each of Jazz
Pharmaceuticals and GW Pharmaceuticals may also file other relevant
documents with the SEC regarding the proposed transaction. The
definitive proxy statement (if and when available) will be mailed
to shareholders of GW Pharmaceuticals. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE PROXY STATEMENT (WHICH WILL INCLUDE
AN EXPLANATORY STATEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT OF
GW PHARMACEUTICALS, IN ACCORDANCE WITH THE REQUIREMENTS OF THE U.K.
COMPANIES ACT 2006) AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free
copies of the proxy statement (if and when available) and other
documents containing important information about Jazz
Pharmaceuticals, GW Pharmaceuticals and the proposed transaction,
once such documents are filed with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Jazz Pharmaceuticals will be
available free of charge on Jazz Pharmaceuticals' website at
https://www.jazzpharma.com. Copies of the documents filed with the
SEC by GW Pharmaceuticals will be available free of charge on GW
Pharmaceuticals' website at https://www.gwpharm.com.
Participants in the Solicitation
Jazz Pharmaceuticals, GW Pharmaceuticals, their respective
directors and certain of their executive officers and other
employees may be deemed to be participants in the solicitation of
proxies from GW Pharmaceuticals's security holders in connection
with the proposed transaction. Information about GW
Pharmaceuticals's directors and executive officers is set forth in
GW Pharmaceuticals's proxy statement on Schedule 14A for its 2020
Annual General Meeting, which was filed with the SEC on
April 7, 2020, and its Current Report
on Form 8-K filed with the SEC on September
10, 2020 and subsequent statements of beneficial ownership
on file with the SEC. Information about Jazz Pharmaceuticals's
directors and executive officers is set forth in Jazz
Pharmaceuticals's proxy statement on Schedule 14A for its 2020
Annual General Meeting, which was filed with the SEC on
June 12, 2020 and subsequent
statements of beneficial ownership on file with the SEC. Additional
information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of GW
Pharmaceuticals security holders in connection with the proposed
transaction, including a description of their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the proxy statement when it is filed with the SEC.
No Offer Or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any offer, solicitation or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made in the United States
absent registration under the U.S. Securities Act of 1933, as
amended (Securities Act), or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements. The
Jazz Pharmaceuticals securities issued in the proposed transaction
are anticipated to be issued in reliance upon an available
exemption from such registration requirements pursuant to Section
3(a)(10) of the Securities Act.
1 GW financials based on preliminary unaudited
financial information. Patient population as of January 12, 2021.
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