Jazz Pharma To Acquire GW Pharmaceuticals For $7.2 Bln - Quick Facts

(RTTNews) - Ireland-based biopharmaceutical company Jazz Pharmaceuticals plc (JAZZ) has agreed to acquire UK-based GW Pharmaceuticals plc (GWPH, GWP.L) for a total consideration of $7.2 billion, or $6.7 billion net of GW cash, the two companies said Wednesday.

Jazz Pharma noted that the acquisition of GW Pharma will expand its growing neuroscience business by adding Epidiolex, a global, high-growth childhood-onset epilepsy franchise with near-term blockbuster potential. Epidiolex is the first and only FDA-approved prescription cannabidiol medicine.

Under the deal, Jazz Pharma will acquire GW for $220.00 per American Depositary Share or ADS, in the form of $200.00 in cash and $20.00 in Jazz ordinary shares. This represents a nearly 50 percent premium over GW's closing stock price on February 2, 2021, of $146.25. GW ADSs each represent 12 GW ordinary shares.

The transaction, which has been unanimously approved by the boards of directors of both companies, is expected to close in the second quarter of 2021.

GW Pharma commercializes novel, regulatory approved therapeutics from its proprietary cannabinoid product platform to address a broad range of diseases. The company's lead product, Epidiolex (cannabidiol) oral solution, is approved in patients one-year and older for the treatment of seizures associated with Lennox-Gastaut Syndrome (LGS), Dravet Syndrome and Tuberous Sclerosis Complex (TSC), all of which are rare diseases characterized by severe early-onset epilepsy.

Epidiolex has also been approved, under the tradename Epidyolex, by the European Medicines Agency or EMA in patients two years of age and older for the adjunctive treatment of seizures associated with LGS and Dravet syndrome in conjunction with clobazam. It is under EMA review for the treatment of seizures associated with TSC.

Beyond Epidiolex, GW Pharma has a scientific platform and a pipeline of cannabinoid product candidates, as well as highly specialized manufacturing expertise.

Jazz Pharma noted that the transaction will enhance its product diversification through the addition of a third high-growth commercial franchise for critical unmet patient needs within sleep disorders, oncology, and epilepsies.