Item 8.01 Other Events.
On February 3, 2021, GW Pharmaceuticals plc, a public limited company
incorporated in England and Wales (the "Company") entered into a Transaction
Agreement (the "Transaction Agreement") with Jazz Pharmaceuticals Public Limited
Company, a public limited company incorporated in Ireland ("Jazz"), and Jazz
Pharmaceuticals UK Holdings Limited, a private limited company incorporated in
England and Wales and a wholly owned subsidiary of Jazz ("Bidco"), pursuant to
which Bidco has agreed to acquire the entire issued and to be issued share
capital of the Company by means of a court-sanctioned scheme of arrangement
under Part 26 of the U.K. Companies Act 2006, subject to shareholder and
regulatory approvals and other customary closing conditions.
A copy of the joint press release issued by the Company and Jazz announcing the
execution of the Transaction Agreement is attached as Exhibit 99.1 hereto and is
incorporated herein by reference. The terms of the Transaction Agreement will be
described in a subsequent filing on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description of Exhibit
99.1 Press Release, dated February 3, 2021, jointly issued by GW
Pharmaceuticals plc and Jazz Pharmaceuticals Public Limited Company
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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.
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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; 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.
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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 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.
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