Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 5, 2021 (the "Closing Date"), the High Court of Justice of England and Wales (the "Court") sanctioned the Scheme of Arrangement at a public hearing convened by the Court and the Company, Jazz and Bidco consummated the Transaction in accordance with the Transaction Agreement and the Scheme of Arrangement. At the effective time of the Scheme of Arrangement (the "Effective Time"):





        •    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 of May 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 before February 3, 2021 (each, a
             "Pre-2021 Share Option") and each Share Option granted following
             February 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 following
             February 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 May 5, 2021 (which suspension was granted) and file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister Company ADSs under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, Company ADSs will no longer be listed on Nasdaq. In addition, the Company intends to file with the SEC a certification on Form 15 requesting that its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act be suspended.

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 (Cabot Brown, Justin Gover, David Gryska, Dr. Geoffrey Guy, Dr. Catherine Mackey, James Noble, Alicia Secor and William Waldegrave) resigned from the board of 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 May 5, 2021, Jazz issued a press release announcing the completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 to this report and is incorporated by reference in this Item 8.01.

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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