DUBLIN, May 5, 2021 /PRNewswire/ -- Jazz Pharmaceuticals
(Nasdaq: JAZZ) today announced the completion of its acquisition of
GW Pharmaceuticals plc (Nasdaq: GWPH) ("GW"), a leader in the
science, development and commercialization of cannabinoid-based
prescription medicines.
"We are excited to welcome our GW colleagues to Jazz as we mark
a transformative milestone in creating an innovative, high-growth,
global biopharma leader in neuroscience with a worldwide commercial
and operational footprint," said Bruce
Cozadd, chairman and chief executive officer of Jazz
Pharmaceuticals. "The addition of GW further diversifies our
commerical portfolio and innovative pipeline with therapies that
are complementary to our existing business, including
Epidiolex, a high-growth commercial product with near-term
blockbuster potential. We are fortunate to be combining two
companies that share a passion for, and track record of, developing
differentiated therapies that advance science and the care of
patients with often-overlooked diseases. We look forward to
building an even stronger company together and are excited about
the greater impact we will continue to drive for patients,
customers and shareholders."
Compelling Strategic Rationale
- Adds third high-growth commercial franchise:
Epidiolex® (cannabidiol) oral solution is a
transformative treatment for childhood-onset epilepsy that provides
a critical therapeutic option for refractory seizures. Launched in
the U.S. in 2018, Epidiolex exceeded $500 million in annual net sales in 2020. With a
recent launch in Europe (under the
tradename Epidyolex®) and ongoing research in additional
indications, the Company believes Epidiolex has near-term
blockbuster potential.
- Diversifies pipeline to drive sustainable growth: The
Company's robust pipeline now includes clinical-stage development
programs addressing significant unmet patient needs across
neuroscience and oncology, including in sleep, movement disorders,
psychiatry, hematology and solid tumors.
- Shared culture and exceptional talent advances our goal to
support patients: The global teams at Jazz and GW possess
unique talents and expertise, as well as a shared commitment to,
and proven success in, delivering differentiated therapies to
support people with serious, often-overlooked diseases. GW, like
Jazz, has a demonstrated history of honoring values that include
integrity, collaboration, passion, innovation and the pursuit of
excellence, and a culture where diversity, equity, inclusion and
belonging are a priority.
- Expected to deliver substantial shareholder value: This
transaction is expected to provide accelerated double-digit
top-line revenue growth and to be accretive in the first full
calendar year of combined operations, and substantially accretive
thereafter. Jazz's strong cash flow profile provides the capability
to rapidly deleverage to a target net leverage of less than 3.5x by
the end of 2022.
Business Updates
- Chris Tovey, chief operating
officer (COO) of GW since 2012, will join Jazz's executive
management as executive vice president, chief operating officer,
and managing director Europe &
International, reporting to Dan
Swisher, president. Mr. Tovey brings over 30 years of
commercial and operations experience in the pharmaceutical industry
and deep knowledge of GW's growing global cannabinoid business. In
his role, Mr. Tovey will be responsible for commercialization
activities outside North America,
manufacturing and supply chain, and information systems and
security.
- The Company plans to provide 2021 financial guidance for the
combined Jazz/GW organization within the next 45 days.
- Under the terms of the agreement, holders of GW ADSs, which
each represented 12 GW ordinary shares, will be entitled to receive
$220.00 for each GW ADS, consisting
of $200.00 in cash and $20.00 in Jazz ordinary shares. The number of
Jazz ordinary shares received per GW ADS is 0.12036, based on the
volume weighted average price of Jazz ordinary shares on Nasdaq for
the 15 consecutive trading day period beginning on the
18th trading day immediately preceding the closing date
of the transaction. Holders of GW ordinary shares that are not in
ADS form will be entitled to receive the foregoing consideration
divided by 12 per GW ordinary share.
About Jazz Pharmaceuticals plc
Jazz Pharmaceuticals
plc (NASDAQ: JAZZ) is a global biopharmaceutical company whose
purpose is to innovate to transform the lives of patients and their
families. We are dedicated to developing life-changing medicines
for people with serious diseases – often with limited or no
therapeutic options. We have a diverse portfolio of marketed
medicines and novel product candidates, from early- to late-stage
development, in neuroscience and oncology. We actively explore new
options for patients including novel compounds, small molecules and
biologics, and through cannabinoid science and innovative delivery
technologies. Jazz is headquartered in Dublin,
Ireland and has employees around the globe, serving patients
in nearly 75 countries. For more information, please
visit www.jazzpharmaceuticals.com and follow @JazzPharma
on Twitter.
Caution Concerning Forward Looking Statements
This
press release contains forward-looking statements, including, but
not limited to, statements related to Jazz Pharmaceuticals' growth
prospects and future financial and operating results, including
statements related to the acquisition of GW Pharmaceuticals and the
anticipated results and benefits thereof, including the sales
prospects for Epidiolex, double-digit increases in top line revenue
growth and expectations about the accretive impact of the
acquisition; the company's expected cash flow supporting the
company's rapid de-leveraging and positioning the company to meet
its stated leverage targets; and other statements that are not
historical facts. These forward-looking statements are based
on the company's current plans, objectives, estimates, expectations
and intentions and inherently involve significant risks and
uncertainties.
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: 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 that GW Pharmaceuticals' business will not be
integrated successfully or that such integration may be more
difficult, time-consuming or costly than expected; 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 acquisition of GW
Pharmaceuticals, making it more difficult to conduct business as
usual or maintain relationships with customers, employees or
suppliers; effects relating to the consummation of the acquisition
on the market price of Jazz Pharmaceuticals' 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; regulatory
initiatives and changes in tax laws; market volatility; the
ultimate duration and severity of the COVID-19 pandemic and
resulting global economic, financial, and healthcare system
disruptions and the current and potential future negative impacts
to the company's business operations and financial results;
maintaining or increasing sales of and revenue from the company's
oxybate products and other key marketed products; effectively
launching and commercializing the company's other products and
product candidates; the time-consuming and uncertain regulatory
approval process, including the risk that the company's planned
regulatory submissions may not be submitted, accepted or approved
by applicable regulatory authorities in a timely manner or at all;
the costly and time-consuming pharmaceutical product development
process and the uncertainty of clinical success, including risks
related to failure or delays in successfully initiating or
completing clinical trials and assessing patients such as those
being experienced, and expected to continue to be experienced, by
the company as a result of the effects of the COVID-19 pandemic;
protecting and enhancing the company's intellectual property
rights; delays or problems in the supply or manufacture of the
company's products and product candidates; complying with
applicable U.S. and non-U.S. regulatory requirements; government
investigations, legal proceedings and other actions; obtaining and
maintaining adequate coverage and reimbursement for the company's
products; identifying and acquiring, in-licensing or developing
additional products or product candidates, financing these
transactions and successfully integrating acquired product
candidates, products and businesses; the company's ability to
realize the anticipated benefits of its collaborations and license
agreements with third parties; the company's ability to achieve
expected future financial performance and results and the
uncertainty of future tax and other provisions and estimates; and
other risks and uncertainties affecting the company 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 filings
and reports, including the company's Form 10-K for the year ended
December 31, 2020, GW
Pharmaceuticals' Form 10-K for the year ended December 31, 2020 and future filings and reports
by either company. In addition, while the company expects the
COVID-19 pandemic to continue to adversely affect its business
operations and financial results, the extent of the impact on the
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, such as the
ultimate duration and severity of the pandemic, governmental
"stay-at-home" orders and travel restrictions, quarantines, social
distancing and business closure requirements in the U.S.,
Ireland and other countries, and
the effectiveness of actions taken globally to contain and treat
the disease. Moreover, other risks and uncertainties of which the
company is not currently aware may also affect the company's
forward-looking statements and may cause actual results and the
timing of events to differ materially from those anticipated.
Contacts:
Investors:
Andrea N.
Flynn, Ph.D.
Vice President, Head, Investor Relations
Jazz Pharmaceuticals plc
investorinfo@jazzpharma.com
Ireland +353 1 634 3211
Media:
Jacqueline
Kirby
Vice President, Corporate Affairs & Government Relations
Jazz Pharmaceuticals plc
CorporateAffairsMediaInfo@jazzpharma.com
Ireland, +353 1 697 2141
U.S. +1 215 867 4910
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SOURCE Jazz Pharmaceuticals plc