Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding GW Pharmaceuticals
plc (GW) and Jazz Pharmaceuticals Public Limited Company (Jazz) including, but not limited to, statements related to the proposed acquisition of GW and the anticipated timing, results and benefits thereof;
statements regarding the expectations and beliefs of the board of directors of GW, GW management, the board of directors of Jazz or Jazz management 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 GWs or Jazzs 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 GWs and Jazzs 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 acquisition; risks related to diverting the attention of GW and Jazz 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 acquisition, including resulting expense or delay; the risk that GWs business will not be integrated
successfully or that such integration may be more difficult, time-consuming or costly than expected; Jazzs 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; GWs or the combined companys dependence on the successful
commercialization of Epidiolex or Epidyolex (the trade name for Epidiolex in Europe) and the uncertain market potential of Epidiolex/Epidyolex; pharmaceutical product development and the uncertainty of clinical success; the regulatory approval
process, including the risks that GW or Jazz may be unable to submit anticipated regulatory filings on the timeframe anticipated, or at all, or that GW or the combined company may be unable to obtain regulatory approvals of any product candidates,
including nabiximols and Epidiolex/Epidyolex for additional indications, in a timely manner or at all; disruption from the acquisition, making it more difficult to conduct business as usual or maintain relationships with customers, employees,
distributors, suppliers or other third parties; effects relating to the announcement of the acquisition or any further announcements or the consummation of the acquisition on the market price of Jazz ordinary shares, GW American depositary shares or
GW ordinary shares; the possibility that, if Jazz 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 ordinary shares could decline;
regulatory initiatives and changes in tax laws; market volatility; and other risks and uncertainties affecting GW and Jazz, including those described from time to time under the caption Risk Factors and elsewhere in GWs and
Jazzs U.S. Securities and Exchange Commission (the SEC) filings and reports, including GWs Annual Report on Form 10-K for the fiscal year ended December 31, 2020, Jazzs Annual Report on Form 10-K for the fiscal
year ended December 31, 2020, GWs definitive proxy statement filed with the SEC on March 15, 2021 and future filings and reports by either company. In addition, while GW and Jazz 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 companys 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 GW or Jazz 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. Readers of this
communication 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 GW or Jazz on their respective websites or otherwise. Except as otherwise required by law, neither GW nor
Jazz undertakes any obligation, and each expressly disclaims 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 acquisition, GW has filed a definitive proxy statement on March 15, 2021 with the SEC. Each of GW and Jazz may also file other relevant
documents with the SEC regarding the acquisition. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (WHICH INCLUDES AN EXPLANATORY STATEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT OF GW IN ACCORDANCE WITH THE REQUIREMENTS OF THE
UK 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 ACQUISITION.