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 (the "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 and to be
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"). On
March 15, 2021, GW filed a definitive proxy statement with the Securities and
Exchange Commission in connection with the Transaction (the "Proxy Statement").

Since the initial filing of the Proxy Statement, twelve complaints have been
filed in federal courts in California, New York and Pennsylvania and a state
court in New York by purported GW shareholders against GW and the members of the
GW board of directors in connection with the Transaction: Farrell v. GW
Pharmaceuticals plc, et al., Case No. 1:21-cv-02344 (filed March 17, 2021)
(S.D.N.Y.), Hinton v. GW Pharmaceuticals plc, et al., Case No. 1:21-cv-02379
(filed March 18, 2021) (S.D.N.Y.), Brady v. GW Pharmaceuticals plc, et al., Case
No. 1:21-cv-02382 (filed March 18, 2021) (S.D.N.Y.), Warren v. GW
Pharmaceuticals plc, et al., Case No. 1:21-cv-02536 (filed March 24, 2021)
(S.D.N.Y.), Goodman v. GW Pharmaceuticals plc, et al., Case No. 1:21-cv-01574
(filed March 25, 2021) (E.D.N.Y.), Kent v. GW Pharmaceuticals, plc, et al., Case
No. 3:21-cv-00530-MMA-AHG (filed March 26, 2021) (S.D. Cal.), Coffman v. GW
Pharmaceuticals plc, et al., Case No. 3:21-cv-00537-BEN-RBB (filed March 26,
2021) (S.D. Ca.), Shubitowski v. GW Pharmaceuticals plc, et al., Case No.
1:21-cv-02668 (filed March 29, 2021) (S.D.N.Y.), Hurlbut v. GW Pharmaceuticals
plc, et al., Case No. 2:21-cv-01500 (filed March 30, 2021) (E.D. Pa.), Olesky v.
GW Pharmaceuticals, plc, et al., Case No. 1:21-cv-02741 (filed March 31, 2021)
(S.D.N.Y) Ochoa v. GW Pharmaceuticals plc, et al., (3:21-cv-00580-BAS-BLM)
(filed April 2, 2021) (S.D. Ca.) (collectively, the "Federal Shareholder
Litigation"); and Levy v. Guy, et al., Case No. 603237/2021 (filed March 17,
2021) (N.Y. Sup. Ct. Nassau Cty.) (the "State Court Litigation" and,
collectively with the Federal Shareholder Litigation, the "Transaction
Litigation"). Each of the complaints in the Federal Shareholder Litigation
includes allegations that, among other things, the Proxy Statement omitted
certain material information in connection with the Transaction in violation of
Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule 14a-9 promulgated under the Exchange Act, and one of
those complaints also purports to allege claims that the members of the GW board
of directors breached fiduciary duties in connection with the Transaction. The
State Court Litigation purports to allege misrepresentation claims under New
York common law relating to the Proxy Statement. The plaintiffs in the
Transaction Litigation seek various remedies, including injunctive relief to
prevent the consummation of the Transaction unless certain allegedly material
information is disclosed or, in the alternative, rescission or damages and an
award of attorneys' fees and expenses.

GW believes that the claims asserted in the Transaction Litigation are without
merit and no additional disclosures are required under applicable law. However,
in order to avoid the risk of the Transaction Litigation delaying or adversely
affecting the Transaction and to minimize the costs, risks and uncertainties
inherent in litigation, and without admitting any liability or wrongdoing, GW
has determined to voluntarily make the following supplemental disclosures to the
Proxy Statement, as described in this Current Report on Form 8-K. Nothing in
this Current Report on Form 8-K shall be deemed an admission of the legal
necessity or materiality under applicable laws of any of the disclosures set
forth herein. To the contrary, GW specifically denies all allegations in the
Transaction Litigation that any additional disclosure was or is required.

These supplemental disclosures will not affect the transaction deliverables to
be paid to shareholders of GW in connection with the Transaction or the timing
of the Court Meeting and the General Meeting of the shareholders of GW scheduled
for April 23, 2021, at 2:00 p.m. (London time) and 2:15 p.m. (London time),
respectively, at Kingsgate House, Newbury Road, Andover SP10 4DU, United
Kingdom. The GW board of directors continues to unanimously recommend that you
vote "FOR" the resolutions to be proposed at the Court Meeting and the General
Meeting described in the Proxy Statement.

--------------------------------------------------------------------------------

Supplemental Disclosures to the Proxy Statement in Connection with the


                             Transaction Litigation

The following disclosures in this Current Report on Form 8-K supplement the
disclosures contained in the Proxy Statement and should be read in conjunction
with the disclosures contained in the Proxy Statement, which in turn should be
read in its entirety. All page references are to the Proxy Statement and terms
used below, unless otherwise defined, shall have the meanings ascribed to such
terms in the Proxy Statement.

The disclosure in the section entitled "The Transaction-Background of the Transaction", beginning on page 53 of the Proxy Statement, is hereby amended as follows:

The first sentence in the fifth paragraph on page 55 is amended and supplemented as follows:



On December 8, 2020, the GW Board met with Mr. Snyder and Mr. Giacobello and
representatives of Goldman Sachs, Centerview, Cravath and Slaughter and May to
discuss the revised Jazz proposal and potential next steps. Representatives of
Goldman Sachs and Centerview reviewed the history of GW's interactions with Jazz
to date, GW's trading history, Jazz's financial and operational profile and
trading history and Jazz's likely motivations for pursuing the transaction,
including Jazz's perceived business development strategy.

The first sentence in the last full paragraph on page 55 is amended and supplemented as follows:



The GW Board and representatives of Goldman Sachs and Centerview then reviewed
whether other parties might be interested in a potential acquisition of GW, and
representatives of Goldman Sachs and Centerview expressed their view that, based
on their professional judgment and experience, there were few third parties that
would both likely be interested in an acquisition of GW and have the capacity to
complete a transaction at the price currently proposed by Jazz, and that, based
on their professional judgment and experience, they believed that affirmative
third party outreach would be unlikely to result in a proposal providing
equivalent or higher value than the Jazz proposal.

The second full paragraph on page 56 is amended and supplemented as follows:



The GW Board, GW management and the advisors also discussed considerations
regarding spin-offs and contingent value rights, including the complexities of
these alternatives and the likelihood that Jazz would not be willing to consider
these alternative structures in light of its repeated price increases to date.
In response to a request from the GW Board, representatives of Goldman Sachs and
Centerview reiterated their view, based on their industry knowledge and
professional judgment, that there were few third parties that would both likely
be interested in an acquisition of GW and have the capacity to complete a
transaction at the price currently proposed by Jazz, and that they believed that
affirmative third-party outreach would be unlikely to result in a proposal
providing equivalent or higher value than the Jazz proposal. Taking into account
the views of its financial advisors, including their view that third-party
outreach would be unlikely to result in a proposal providing higher value than
the Jazz proposal, and the risk of leaks associated with third-party outreach,
The the GW Board concluded that it would first decide whether it wanted to
engage with Jazz and could revisit third-party outreach at a later time as
appropriate. After excusing the financial advisors, the GW Board discussed
potential response alternatives with Cravath and Slaughter and May, then excused
the legal advisors to continue the discussion. The GW Board discussed that it
would like to see if Jazz would be willing to further increase its price, but
that Jazz was at a price level that was close to that which could warrant
further engagement. After discussion, the GW Board determined that Mr. Gover
should respond to Jazz's proposal by indicating that while the proposal was not
sufficient, GW would not be averse to engaging in discussions with Jazz if Jazz
were to make a more compelling proposal, and that Mr. Gover was authorized to
provide Jazz with high-level non-public due diligence information if Mr. Gover
deemed it advisable to facilitate an increase in Jazz's current proposal.

The last full paragraph on page 57 is amended and supplemented as follows:



On December 29, 2020, the GW Board met with Mr. Snyder and Mr. Giacobello and
representatives of Goldman Sachs, Centerview, Cravath and Slaughter and May in
order to discuss Jazz's revised proposal and potential next steps. After
Mr. Gover provided an overview of developments since the December 13 meeting,
representatives of Goldman Sachs and Centerview discussed with the GW Board
certain financial metrics relating to the revised proposal, noting that the $220
per GW ADS price represented an implied 90% premium to the closing price per GW

--------------------------------------------------------------------------------
ADS on Nasdaq of $115.91 on December 28, 2020, the last trading day prior to the
meeting, and an implied equity value of approximately $7 billion.
Representatives of Goldman Sachs and Centerview also discussed with the GW Board
certain value considerations relating to the inclusion of Jazz ordinary shares
as part of the transaction deliverables, such as the impact on value in the
event of changes in the Jazz ordinary share price, potential ways Jazz could
provide price protection on the stock component of the transaction deliverables
(including the possibility of a fixed exchange ratio or collar mechanism); the
expected liquidity of the Jazz ordinary shares for GW shareholders post-closing
and the likelihood that the inclusion of the stock component of the transaction
deliverables signaled that Jazz had reached the limit to what it was willing or
able to pay in cash. Representatives of Cravath and Slaughter and May reviewed
how the introduction of a stock component to the transaction deliverables might
affect the process of and timing for the transaction. A discussion ensued
regarding the revised proposal in light of GW's stand-alone prospects, the
preliminary valuation analyses presented by the financial advisors at the
December 13 meeting, the addition of the stock component of the transaction
deliverables, and the potential advantages and disadvantages at this point in
third-party outreach, following which the representatives of Goldman Sachs and
Centerview left the meeting.

The third full paragraph on page 58 is amended and supplemented as follows:



Later on December 31, 2020, Mr. Gover sent Mr. Cozadd a draft amended and
restated confidentiality agreement prepared by GW's legal advisors, which
included a customary standstill and employee non-solicitation provisions, and,
like the original confidentiality agreement, did not include a "don't ask, don't
waive" provision.

The fourth full paragraph on page 59 is amended and supplemented as follows:



On January 8, 2021, the Remuneration Committee met with members of GW management
and representatives of Cravath to consider certain topics that the Remuneration
Committee typically considers at the beginning of each year, such as GW's
incentive compensation programs and general compensation planning for 2021. The
Remuneration Committee also discussed Radford's recommendations regarding (1) GW
entering into a new employment agreement with Mr. Gover, a topic that had been
discussed periodically since Mr. Gover's relocation to the United States in July
2015, to bring the terms of his employment in line with current market practice
for US-based executives and (2) changes to GW's severance plans and programs to
resolve certain internal and geographical inconsistencies and to bring these
plans and programs in line with current market practices for peer companies.
Radford recommended that GW enter into a new employment agreement with Mr. Gover
and adopt new severance arrangements, in each case based on its determination
that such actions were consistent with market practice. The Remuneration
Committee discussed the payments that would be made under these agreements in
the event of a transaction with Jazz and certain qualifying terminations of
employment thereafter as described in the section entitled "-Interests of GW's
Non-Employee Directors and Executive Officers in the Transaction" beginning on
page 87 of this proxy statement. Representatives of Cravath also discussed with
the Remuneration Committee how these items (1) and (2) above might be impacted
by a transaction with Jazz, as well as other compensation and benefits matters
that might be implicated in a transaction with Jazz.

The seventh full paragraph on page 59 is amended and supplemented as follows:



On January 14, 2021, the Remuneration Committee met again with members of GW
management and representatives of Cravath to continue their discussions
regarding 2021 compensation matters, such as merit-based compensation changes
and 2021 short and long-term incentive program awards, and compensation and
benefits matters that might be implicated in a transaction with Jazz. The
Remuneration Committee also continued its discussions regarding changes to GW's
severance plans and programs, as recommended by Radford. The Remuneration
Committee discussed the importance of maintaining GW's standard compensation
schedule for communication of 2021 compensation and grants of incentive awards
to properly retain and incentivize GW's employees and continued the discussions
regarding the importance of adopting severance arrangements consistent with
market practice.

--------------------------------------------------------------------------------

The sixth paragraph on page 60 is amended and supplemented as follows:



On January 25, 2021, the Remuneration Committee convened again with members of
GW management and representatives of Cravath to discuss certain topics,
including the adoption of a company-wide severance program as had been
recommended by Radford and discussed at previous meetings, matters relating to
GW's incentive programs and other employee benefits matters relating to the
proposed transaction with Jazz. The Remuneration Committee reiterated the
importance of maintaining GW's standard compensation schedule for communication
of 2021 compensation and grants of incentive awards to properly retain and
incentivize GW's employees and continued the discussions regarding the
importance of adopting severance arrangements consistent with market practice.
After discussion, the Remuneration Committee authorized senior management and
representatives of Cravath to discuss and negotiate these matters with Jazz and
its representatives. Mr. Gover and Mr. Cozadd, as well as representatives of
Cravath and Wachtell, negotiated these matters from January 26 through February
2. It was during these conversations that Mr. Cozadd made the request that
members of GW management remain with the combined company after the completion
of the transaction, some on a transitional basis and some on a more long-term
basis, with Mr. Gover remaining for a transitional period.

The first full paragraph on page 61 is amended and supplemented as follows:



The representatives of Goldman Sachs and Centerview were then excused and the GW
Board and management discussed the progress made on the transaction to date, and
the potential timetable for a transaction signing and closing. The
representatives of Cravath and Mr. Gover then reviewed the terms of the
engagement letters that had been negotiated with each of Goldman Sachs and
Centerview., including a review of certain They also reviewed letters provided
by each of Goldman Sachs and Centerview that disclosed certain investment
banking relationships between each of Goldman Sachs and Centerview and certain
of their respective affiliates, on the one hand, and GW and Jazz and certain of
their respective affiliates, on the other hand, that the financial advisors had
disclosed to GW, and including, among other things, that Goldman Sachs is a
lender to an affiliate of Jazz. After such review, the GW Board unanimously
approved the execution of the engagement letters.

The third paragraph on page 62 is amended and supplemented as follows:



The GW Board then engaged in a discussion regarding the transaction, and the
benefits, financial and otherwise, afforded to GW and its shareholders,
employees and other constituents from the transaction, taking into account the
interests of the GW Board and management in the transaction as described under
the section entitled "-Interests of GW's Non-Employee Directors and Executive
Officers in the Transaction" beginning on page 87 of this Proxy Statement. The
GW Board concluded that the transaction would promote the success of GW for the
benefit of its shareholders as a whole, following which the GW Board unanimously
(1) determined that it was in the best interests of GW and the GW shareholders
for GW to enter into the Transaction Agreement and consummate the Transaction
and the other transactions contemplated thereby, (2) approved the execution,
delivery and performance of the Transaction Agreement and the consummation of
the Transaction and the other transactions contemplated thereby and (3) resolved
to recommend that GW shareholders approve the Scheme Proposal at the Court
Meeting and approve the Scheme Implementation Proposal and the Non-Binding
Advisory Proposal to Approve Certain Compensation Arrangements at the General
Meeting.

The following paragraph is inserted after the fifth paragraph on page 62:



The Greenwich Biosciences Amended and Restated Change in Control and Severance
Plan (applicable to employees in the U.S.) and the GW Change in Control and
Severance Benefit Plan (applicable to employees in the U.K. and other
jurisdictions) were adopted on February 24, 2021. The terms of these plans are
described under the section entitled "Interests of GW's Non-Employee Directors
and Executive Officers in the Transaction - Severance Entitlements" beginning on
page 89 of the proxy statement and the plan documents and related participation
agreements for GW's executive officers are filed as exhibits to GW's Form 10-K
for the fiscal year ended December 31, 2020.

--------------------------------------------------------------------------------
The disclosure in the section entitled "The Transaction-Opinions of Financial
Advisors of GW", beginning on page 67 of the Proxy Statement, is hereby amended
as follows:

The first full sentence on page 71 is amended and supplemented as follows:



Applying this range of 2022E EV/Revenue Multiples to GW's estimated calendar
year risk-adjusted 2022 revenue of $1.084 billion, as set forth in the Internal
Data, and adding to it GW's net cash of $471 million as of December 31, 2020,
and dividing the result of the foregoing calculations by the number of
approximately 32.6 million fully diluted outstanding GW ADS-equivalent GW
ordinary shares (determined using the treasury stock method and taking into
account the dilutive impact of outstanding in-the-money GW ADS-equivalent
options and GW ADS-equivalent restricted stock units) as of January 29, 2021,
based on the Internal Data, resulted in an implied per GW ADS equity value range
of approximately $147.60 to $230.45, rounded to the nearest $0.05.

The table on page 71 is deleted in its entirety and replaced with the following:



                                                                                  Transaction
                                                                                    Value/
                                                             Transaction            2-Year
Date                                                            Value               Forward           1-Day
Announced          Target                Acquiror          ($ in millions)          Revenue          Premium
                                    Alexion
            Portola                 Pharmaceuticals,
05/05/20    Pharmaceuticals, Inc.   Inc.                  $           1,636               6.0x            132 %
01/22/18    Bioverativ Inc.         Sanofi SA             $          11,376               7.6x             64 %
            Sucampo                 Mallinckrodt public
12/26/17    Pharmaceuticals, Inc.   limited company       $           1,167               3.8x             20 %
            NPS Pharmaceuticals,    Shire plc
01/11/15    Inc.                                          $           5,100               8.4x             51 %
            Questcor                Mallinckrodt public
04/07/14    Pharmaceuticals, Inc.   limited company       $           5,211               4.2x             27 %
            ViroPharma              Shire plc
11/11/13    Incorporated                                  $           3,866               5.8x             84 %
                                    Salix
                                    Pharmaceuticals,
11/07/13    Santarus, Inc.          Ltd.                  $           2,476               4.7x             38 %

Median                                                                                    5.8x             51 %


(1) Premiums for each transaction were calculated by comparing the per share
acquisition price in the transaction to the closing price of the target
company's common stock for the date one day prior to the date on which the
trading price of the target's common stock was perceived to be affected by a
potential transaction.

The first sentence of the second paragraph on page 72 is amended and supplemented as follows:



Applying this range of Two-Year Forward Revenue Multiples to GW's estimated
two-year forward risk-adjusted revenue of $1.084 billion, as set forth in the
Internal Data, and adding to it GW's net cash of $471 million as of December 31,
2020, and dividing the result of the foregoing calculations by the number of
approximately 32.6 million fully diluted outstanding GW ADS-equivalent GW
ordinary shares (determined using the treasury stock method and taking into
account the dilutive impact of outstanding in-the-money GW ADS-equivalent
options and GW ADS-equivalent restricted stock units) as of January 29, 2021,
based on the Internal Data, resulted in an implied per GW ADS equity value range
of approximately $180.80 to $263.60, rounded to the nearest $0.05.

--------------------------------------------------------------------------------

The third paragraph on page 72 is amended and supplemented as follows:



Centerview performed a discounted cash flow analysis of GW based on the December
Forecasts and the calculations of risk adjusted, after-tax unlevered free cash
flows set forth in the section entitled "-Certain GW Forecasts" beginning on
page 81 of this proxy statement. A discounted cash flow analysis is a
traditional valuation methodology used to derive a valuation of an asset or set
of assets by calculating the "present value" of estimated future cash flows of
the asset or set of assets. "Present value" refers to the current value of
future cash flows and is obtained by discounting those future cash flows by a
discount rate that takes into account macroeconomic assumptions and estimates of
risk, the opportunity cost of capital, expected returns and other appropriate
factors. For purposes of calculating unlevered free cash flow, stock-based
compensation was treated as a cash expense.

The fourth paragraph on page 72 is amended and supplemented as follows:



In performing this analysis, Centerview calculated a range of per GW ADS equity
values by (a) discounting to present value as of December 31, 2020 using
discount rates ranging from 9.5% to 11.5% (reflecting Centerview's analysis of
GW's weighted average cost of capital using the capital asset pricing model and
based on considerations that Centerview deemed relevant in its professional
judgment and experience, taking into account certain metrics including levered
and unlevered betas for comparable group companies) and using a mid-year
convention: (i) the forecasted risk-adjusted, after-tax unlevered free cash
flows of GW over the period beginning on January 1, 2021 and ending on
December 31, 2035, utilized by Centerview based on the December Forecasts,
(ii) an implied terminal value of GW, calculated by Centerview by assuming that
unlevered free cash flows would decline in perpetuity after December 31, 2035 at
a range of rates of free cash flow decline of 10% to 40% year over year (which
perpetuity decline rate was based on considerations that Centerview deemed
relevant in its professional judgment and experience), (iii) tax savings from
usage of GW's United Kingdom net operating losses of $697 million as of
December 31, 2020 and future losses and (b) adding to the foregoing results GW's
net cash of $471 million as of December 31, 2020. Centerview divided the result
of the foregoing calculations by the number of approximately 32.6 million fully
diluted outstanding GW ADS-equivalent GW ordinary shares (determined using the
treasury stock method and taking into account the dilutive impact of outstanding
in-the-money GW ADS-equivalent options and GW ADS-equivalent restricted stock
units) as of January 29, 2021, based on the Internal Data, resulting in a range
of implied equity values per GW ADS of approximately $200.20 to $247.95, rounded
to the nearest $0.05. Centerview compared this range to the Implied Per GW ADS
Consideration Value of $220.00.

The first bullet on page 72 is amended and supplemented as follows:

• Sensitivity Analysis. Centerview performed sensitivity analyses to


             assess the implied impact on the midpoint illustrative equity

value


             per GW ADS of $218.25 derived from the analysis described

above under


             "-Summary of Centerview Financial Analysis-Discounted Cash Flow
             Analysis" (reflecting a midpoint discount rate of 10.5% and a midpoint
             perpetuity growth rate of (25%), each based on the ranges used in the
             discounted cash flow analysis described above), by varying certain
             assumptions of GW's management with respect to Epidiolex and
             nabiximols, including, but not limited to, loss of

exclusivity, peak


             sales, probability of additional indications and timing of, or failure
             to receive, approvals. Such sensitivity analysis reflected a decrease
             in implied equity values per GW ADS of up to $46.70 and an

increase in


             implied equity values per GW ADS of up to $34.70, each rounded to the
             nearest $0.05.

The first full bullet on page 73 is amended and supplemented as follows:

• Analyst Price Targets. Centerview reviewed stock price targets for the


             GW ADSs in Wall Street research analyst reports publicly

available as


             of February 1, 2021, noting these stock price targets ranged from
             $125.00 per GW ADS to $270.00 per GW ADS, with the median of such
             price targets being $181.50.

--------------------------------------------------------------------------------

The second paragraph on page 74 is amended and supplemented as follows:



Centerview is a securities firm engaged directly and through affiliates and
related persons in a number of investment banking, financial advisory and
merchant banking activities. In the two years prior to the date of its written
opinion, except for its current engagement, Centerview was not engaged to
provide financial advisory or other services to GW, and Centerview did not
receive compensation from GW during such period. In the two years prior to the
date of its written opinion, Centerview was not engaged to provide financial
advisory or other services to Jazz, and Centerview did not receive compensation
from Jazz during such period. Centerview may provide investment banking and
other services to or with respect to GW or Jazz or their respective affiliates
in the future, for which Centerview may receive compensation. Certain (i) of
Centerview's and Centerview's affiliates' directors, officers, members and
employees, or family members of such persons, (ii) of Centerview's affiliates or
related investment funds and (iii) investment funds or other persons in which
any of the foregoing may have financial interests or with which they may
. . .

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