Item 2.01 Completion of Acquisition or Disposition of Assets.
On
• Bidco, Jazz and the DR Nominee acquired all outstanding ordinary shares, par value £0.001 per share, of the Company ("Company Ordinary Shares"), with the Company continuing as an indirect wholly owned subsidiary of Jazz; • Scheme Shareholders (as defined in the Scheme of Arrangement) became entitled to receive for each Scheme Share (as defined in the Scheme of Arrangement) held by them an amount equal to$16.662/3 in cash plus 0.010030 ordinary shares, nominal value$0.0001 per share, of Jazz ("Jazz Ordinary Shares"); and • because each American Depositary Share of the Company ("Company ADS") represents a beneficial interest in 12 Company Ordinary Shares, holders of Company ADSs became entitled to receive for each Company ADS an amount equal to$200 in cash (less (a) a$0.05 per Company ADS cancellation fee, (b) a$0.05 per Company ADS distribution fee, (c) any other fees and expenses payable by such holders pursuant to the terms of the deposit agreement, dated as ofMay 7, 2013 (as amended), by and among the Company,Citibank, N.A ., as depositary, and all holders and beneficial owners of Company ADSs issued thereunder and (d) any applicable withholding taxes) plus 0.120360 Jazz Ordinary Shares.
Scheme Shareholders and holders of Company ADSs became entitled to receive cash in lieu of any fractional Jazz Ordinary Shares to which they would have otherwise been entitled in accordance with the Scheme of Arrangement.
At the Effective Time, subject to all required withholding taxes:
• each outstanding option to purchase Company Ordinary Shares or Company ADSs (each, a "Share Option") granted beforeFebruary 3, 2021 (each, a "Pre-2021 Share Option") and each Share Option granted followingFebruary 3, 2021 to the Company's non-employee directors that was outstanding immediately prior to the Effective Time, to the extent unvested, was deemed to be fully vested and each such Share Option was exercised automatically at the Effective Time and the holder was entitled to receive, in full satisfaction of their rights in respect of such Share Option, an amount in cash, without interest, equal to the product of (x) the number of Company ADSs underlying such Share Option (or if such Share Option was in respect of Company Ordinary Shares, the number of Company Ordinary Shares divided by 12 (rounded up to the nearest whole number)) and (y) the excess (if any) of the Value (as defined below) over the per share exercise price of each Share Option (or, if the share exercise price was in respect of Company Ordinary Shares, the share exercise price multiplied by 12). For this purpose, the "Value" means$219.43814 ; and
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• each Share Option granted to the Company's employees followingFebruary 3, 2021 (each, a "2021 Share Option") outstanding immediately prior to the Effective Time, whether vested or unvested, was vested as to one-third of the 2021 Share Option at the Effective Time and was treated in accordance with the previous bullet point. The remaining two-thirds of such 2021 Share Option ceased to represent a right to . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of the Transaction, the Company requested
that the Nasdaq Global Select Market ("Nasdaq") suspend trading of Company ADSs
(Nasdaq: GWPH) effective as of the open of trading on
The information set forth in Item 2.01 of this report is incorporated by reference in this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 2.01, Item 3.01 and Item 5.01 of this report is incorporated by reference in this Item 3.03.
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the Transaction, a change of control of the registrant occurred and the Company became an indirect wholly owned subsidiary of Jazz.
The information set forth in Item 2.01 of this report is incorporated by reference in this Item 5.01.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Transaction Agreement, on the Closing Date, each of the
directors of the Company (
The information set forth in Item 2.01 of this report is incorporated by reference in this Item 5.02.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this report.
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