UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant ☒
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under Rule 14a-12 |
GW PHARMACEUTICALS PLC
(Name of Registrant as Specified In Its
Charter)
JAZZ PHARMACEUTICALS PUBLIC LIMITED
COMPANY
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
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No fee required. |
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary
materials. |
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offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form
or Schedule and the date of its filing. |
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Date Filed:
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Explanatory Note: The following communication was made available by
Jazz Pharmaceuticals in connection with the company’s 2020 fourth
quarter and full year financial results.

2020
fourth Quarter and full year Financial Results INNOVATING TO
TRANSFORM THE LIVES OF PATIENTS February 23, 2021 © 2020 Jazz
Pharmaceuticals all rights reserved.

Life-Changing
Medicines. Redefining Possibilities. Forward-Looking Statements
“Safe Harbor" Statement Under The Private Securities Litigation
Reform Act of 1995 This communication contain forward-looking
statements, including, but not limited to, statements related to
Jazz Pharmaceuticals’ future financial and operating results, 2021
financial guidance, growth prospects, 2021 and future goals,
objectives and milestones, revenue diversification and the
anticipated timing thereof; statements related to the proposed
acquisition of GW Pharmaceuticals and the anticipated timing,
results and benefits thereof; potential expansion of the company’s
pipeline; planned, ongoing and future clinical trials, including
expected initiation of studies for JZP-385, Zepzelca and JZP-150,
and presentations of data; geographic expansion activities,
including potential approval of Sunosi in Canada; other product
development and regulatory activities, including potential U.S.
regulatory approval of JZP-458 for ALL/LBL and JZP-258 for
idiopathic hypersomnia; ongoing and potential future product
launches, including Sunosi, Zepzelca, Xywav, JZP-458 for ALL/LBL
and JZP-258 for idiopathic hypersomnia, and expectations regarding
timing and achievement of payer coverage; the company’s
expectations regarding timing, availability and inter-quarter
variability of Erwinaze net product sales; the timing of the
foregoing events and activities; and other statements that are not
historical facts. These forward-looking statements are based on the
company’s current plans, objectives, estimates, expectations and
intentions and inherently involve significant risks and
uncertainties. 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 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 of GW Pharmaceuticals,
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; 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; regulatory
initiatives and changes in tax laws; market volatility; the
ultimate duration and severity of the COVID-19 pandemic and
resulting global economic, financial and healthcare system
disruptions and the current and potential future negative impacts
to the company’s business operations and financial results;
maintaining or increasing sales of and revenue from the company’s
oxybate products and other key marketed products; effectively
launching and commercializing the company’s other products and
product candidates; the time-consuming and uncertain regulatory
approval process, including the risk that the company’s planned
regulatory submissions may not be submitted, accepted or approved
by applicable regulatory authorities in a timely manner or at all;
the costly and time-consuming pharmaceutical product development
process and the uncertainty of clinical success, including risks
related to failure or delays in successfully initiating or
completing clinical trials and assessing patients such as those
being experienced, and expected to continue to be experienced, by
the company as a result of the effects of the COVID-19 pandemic;
protecting and enhancing the company’s intellectual property
rights; delays or problems in the supply or manufacture of the
company’s products and product candidates; complying with
applicable U.S. and non-U.S. regulatory requirements; government
investigations, legal proceedings and other actions; (continued on
next page) February 2021

Life-Changing
Medicines. Redefining Possibilities. Forward-Looking Statements
“Safe Harbor" Statement Under The Private Securities Litigation
Reform Act of 1995 (Continued from Previous Slide) obtaining and
maintaining adequate coverage and reimbursement for the company’s
products; identifying and acquiring, in-licensing or developing
additional products or product candidates, financing these
transactions and successfully integrating acquired product
candidates, products and businesses; the company’s ability to
realize the anticipated benefits of its collaborations and license
agreements with third parties; the company’s ability to achieve
expected future financial performance and results and the
uncertainty of future tax and other provisions and estimates; and
other risks and uncertainties affecting the company 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 the company’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2020 and Annual
Report on Form 10-K for the year ended December 31, 2019, 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, including the Jazz Pharmaceuticals’ Annual Report on Form
10-K for the year ended December 31, 2020. In addition, while the
company expects the COVID-19 pandemic to continue to adversely
affect its business operations and financial results, the extent of
the impact on the 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, such as the ultimate duration and severity of the pandemic,
governmental “stay-at-home” orders and travel restrictions,
quarantines, social distancing and business closure requirements in
the U.S., Ireland and other countries, and the effectiveness of
actions taken globally to contain and treat the disease. Moreover,
other risks and uncertainties of which the company is not currently
aware may also affect the company’s forward-looking statements and
may cause actual results and the timing of events to differ
materially from those anticipated. 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, even
if they are subsequently made available by the company on its
website or otherwise. The company undertakes no 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.
February 2021

Life-Changing
Medicines. Redefining Possibilities. Non-GAAP Financial Measures To
supplement Jazz Pharmaceuticals’ financial results and guidance
presented in accordance with U.S. generally accepted accounting
principles (GAAP), the company uses certain non-GAAP (also referred
to as adjusted or non-GAAP adjusted) financial measures in this
presentation and the accompanying tables. In particular, the
company presents non-GAAP adjusted net income (and the related per
share measure) and its line item components, as well as certain
non-GAAP adjusted financial measures derived therefrom, including
non-GAAP adjusted gross margin percentage and non-GAAP adjusted
effective tax rate. Non-GAAP adjusted net income (and the related
per share measure) and its line item components exclude from GAAP
reported net income (and the related per share measure) and its
line item components certain items, as detailed in the
reconciliation tables that follow, and in the case of non-GAAP
adjusted net income (and the related per share measure), adjust for
the income tax effect of non-GAAP adjustments and, as applicable,
the income tax benefit related to an intra-entity intellectual
property asset transfer and the impact of the U.S. Tax Cuts and Job
Act (U.S. Tax Act). In this regard, the components of non-GAAP
adjusted net income, including non-GAAP cost of product sales,
non-GAAP SG&A expenses and non-GAAP R&D expenses, are
income statement line items prepared on the same basis as, and
therefore components of, the overall non-GAAP adjusted net income
measure. The company believes that each of these non-GAAP financial
measures provides useful supplementary information to, and
facilitates additional analysis by, investors and analysts. In
particular, the company believes that each of these non-GAAP
financial measures, when considered together with the company’s
financial information prepared in accordance with GAAP, can enhance
investors’ and analysts' ability to meaningfully compare the
company’s results from period to period and to its forward-looking
guidance, and to identify operating trends in the company’s
business. In addition, these non-GAAP financial measures are
regularly used by investors and analysts to model and track the
company’s financial performance. Jazz Pharmaceuticals’ management
also regularly uses these non-GAAP financial measures internally to
understand, manage and evaluate the company’s business and to make
operating decisions, and compensation of executives is based in
part on certain of these non-GAAP financial measures. Because these
non-GAAP financial measures are important internal measurements for
Jazz Pharmaceuticals’ management, the company also believes that
these non-GAAP financial measures are useful to investors and
analysts since these measures allow for greater transparency with
respect to key financial metrics the company uses in assessing its
own operating performance and making operating decisions. These
non-GAAP financial measures are not meant to be considered in
isolation or as a substitute for comparable GAAP measures; should
be read in conjunction with the company’s consolidated financial
statements prepared in accordance with GAAP; have no standardized
meaning prescribed by GAAP; and are not prepared under any
comprehensive set of accounting rules or principles. In addition,
from time to time in the future there may be other items that the
company may exclude for purposes of its non-GAAP financial
measures; and the company has ceased, and may in the future cease,
to exclude items that it has historically excluded for purposes of
its non-GAAP financial measures. For example, commencing in 2020,
the company no longer excludes upfront and milestone payments from
the company’s non-GAAP adjusted net income, its line item
components and non-GAAP adjusted EPS. For purposes of
comparability, non-GAAP adjusted financial measures for the three
and twelve months ended December 31, 2019 and prior periods have
been updated to reflect this change. Likewise, the company may
determine to modify the nature of its adjustments to arrive at its
non-GAAP financial measures. Because of the non-standardized
definitions of non-GAAP financial measures, the non-GAAP financial
measures as used by Jazz Pharmaceuticals in this press release and
the accompanying tables have limits in their usefulness to
investors and may be calculated differently from, and therefore may
not be directly comparable to, similarly titled measures used by
other companies. February 2021

February
2021 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’ security holders in connection with the proposed
transaction. Information about GW Pharmaceuticals’ directors and
executive officers is set forth in GW Pharmaceuticals’ 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’ directors and executive
officers is set forth in Jazz Pharmaceuticals’ 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
to be delivered in the proposed transaction are anticipated to be
delivered in reliance upon an available exemption from such
registration requirements pursuant to Section 3(a)(10) of the
Securities Act. Additional Information and Where to Find
It

Transaction Overview:
GW Pharmaceuticals PLC

GW
Acquisition Expected to Drive Substantial Shareholder Value Creates
an innovative, global, high-growth biopharma leader with a robust
pipeline and one patient-centric mission Epidiolex has near-term
blockbuster potential Combined Neuroscience business has global
commercial and operational footprint to maximize value of Xywav,
Epidiolex and other Neuroscience products Accelerates revenue
growth and diversification Adding a third high-growth commercial
franchise for critical unmet patient needs within: 1) sleep
disorders 2) oncology 3) epilepsies Robust pro forma pipeline in
Neuroscience and Oncology to drive sustainable growth: 19 clinical
development programs GW’s industry leading cannabinoid platform and
scientific expertise significantly expands Jazz’s neuroscience
pipeline Anticipated to be EPS accretive in first full year of
combined operations and substantially accretive thereafter Strong
cash flow generation Commitment to rapid deleveraging; targeting
net leverage of <3.5x1 by the end of 2022 February 2021 1 Net
debt to EBITDA ratio

Combination Creates
Global Neuroscience Leader EPILEPSIES #1 Sleep Disorders Franchise
Unparalleled Leader in Cannabinoid Science SLEEP DISORDERS ONCOLOGY
Global leaders in complementary areas Addition of third high-growth
commercial franchise with blockbuster potential Highly
complementary commercial and R&D capabilities Global commercial
and operational footprint to commercialize, scale and maximize
value Track record of successfully building neuroscience franchises
Augments Jazz’s growing European neuroscience footprint At the
forefront of cannabinoid science and manufacturing expertise with
robust clinical pipeline Leveraging Combined Global Platform
February 2021

1 Jazz
unaudited cash and investments at December 31, 2020. 2 Assumes
aggregate transaction value of $7.2B including $6.5B in cash,
financed by cash on hand and new debt, and $0.7B in Jazz shares. 3
By the end of 2022 Leveraging financial strength Transaction
Aligned to capital allocation strategy DISCIPLINED use of capital
Accelerates revenue growth and diversification Leading cannabinoid
platform significantly expands Jazz’s neuroscience pipeline Focused
on operational excellence to maximize Total Shareholder Return
(TSR) Expect to be EPS accretive in first full year Commitment to
de-lever; targeting <3.5x net leverage by end of 2022 $Billions
Expected cash flow through 2025 $2.1B Cash1 Optimized Significant
leverage capacity Transaction Expected to Deliver Substantial and
Sustainable Value Disciplined Allocation of Capital in Alignment
With Our Strategic Priorities 2 February 2021 2022PF3

Purchase
Price Holders of GW ADSs, which each represent 12 GW ordinary
shares, will be entitled to receive $220 for each GW ADS
Representing $200 in cash and $20 in shares of Jazz stock, subject
to a 10% collar centered on Jazz’s closing share price on February
1, 2021 Total transaction enterprise value of approximately $6.7B,
net of GW cash Financial Impact Accelerated, double-digit top-line
revenue growth Anticipated to be EPS accretive in first full year
of combined operations and substantially accretive thereafter
Enhanced revenue diversification; combined new product sales
contribute >65% of revenue in 2022 Funding & Capital Impact
Total transaction value of approximately $7.2B $6.5B in cash,
financed by cash on hand and new debt, while maintaining ample
liquidity for operations Approximately $0.7B in Jazz shares
Targeting less than 3.5x net leverage by the end of 2022 Approvals
& Timing Transaction has been unanimously approved by both Jazz
and GW Boards of Directors Anticipated closing in the second
quarter of 2021 Transaction subject to customary closing
conditions, including regulatory approvals and approval of GW
shareholders1 Until closing, both companies will continue to
operate independently Transaction Overview 1 Also subject to
sanction by the High Court of Justice of England and Wales February
2021