Item 8.01 Other Events.
As previously disclosed, on February 3, 2021, GW Pharmaceuticals plc, a public
limited company incorporated under the laws of England and Wales ("GW"), entered
into a transaction agreement with Jazz Pharmaceuticals Public Limited Company,
an Irish public limited company ("Jazz"), and Jazz Pharmaceuticals UK Holdings
Limited, a private limited company incorporated under the laws of England and
Wales and a wholly owned subsidiary of Jazz ("Bidco"), pursuant to which, on the
terms and subject to the conditions set forth therein, Bidco will acquire the
entire issued share capital of GW pursuant to a scheme of arrangement under Part
26 of the United Kingdom Companies Act 2006 (such acquisition, the
"Transaction").
The completion of the Transaction is conditioned upon the expiration or
termination of the waiting period applicable to the consummation of the
Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Waiting Period"). The HSR Waiting Period expired on March 22,
2021 at 11:59 p.m. Eastern Time. GW and Jazz continue to expect to complete the
Transaction in the second quarter of 2021, subject to the satisfaction or
permitted waiver of the other conditions to closing.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 regarding GW and Jazz
including, but not limited to, statements related to the proposed acquisition of
GW and the anticipated timing for the completion 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 GW's or Jazz's
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 GW's and Jazz's 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 GW's business
will not be integrated successfully or that such integration may be more
difficult, time-consuming or costly than expected; Jazz's 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's or the combined
company's 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 GW's and Jazz's U.S. Securities and Exchange Commission (the "SEC")
filings and reports, including GW's Annual Report on Form 10-K for the fiscal
year ended December 31, 2020, Jazz's
--------------------------------------------------------------------------------
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, GW's
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
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 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 filed a definitive proxy statement with
the SEC on March 15, 2021. 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.
Investors and security holders may obtain free copies of the definitive proxy
statement and other documents containing important information about GW, Jazz
and the acquisition, 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 GW will be available free of charge on GW's website at
https://www.gwpharm.com. Copies of the documents filed with the SEC by Jazz will
be available free of charge on Jazz's website at https://www.jazzpharma.com.
Participants in the Solicitation
GW, Jazz, 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's security holders in connection with the acquisition. Information about
GW's directors and executive officers is set forth in GW's 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's directors and executive officers is set
forth in Jazz's 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's security holders in connection with the acquisition,
including a description of their direct or indirect interests, by security
holdings or otherwise, is set forth in the definitive proxy statement.
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 securities
delivered in the acquisition 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.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses