Jazz Pharmaceuticals Completes Acquisition of GW Pharmaceuticals plc

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 18^th 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.