Slaughter and May, working as part of an integrated team with Cravath, Swaine & Moore LLP, is advising GW Pharmaceuticals plc (“GW”) on its recommended acquisition by Jazz Pharmaceuticals plc (“Jazz”). The transaction was announced on 3 February 2021.
GW and Jazz have entered into a definitive agreement pursuant to which Jazz will pay $220 for each GW American Depositary Share (“ADS”), in the form of $200 in cash and $20 in Jazz ordinary shares. The transaction values GW’s entire issued and to be issued share capital at $7.2 billion, and is to be effected by a court-sanctioned scheme of arrangement. The acquisition is subject to approval by GW’s shareholders and other customary closing conditions, including regulatory approvals, and is expected to close in Q2 2021.
Founded in 1998, GW is a global biopharmaceutical company focused on discovering, developing and commercializing novel therapeutics from its proprietary cannabinoid product platform in a broad range of disease areas. GW is incorporated in the England, with ADSs (each representing 12 GW ordinary shares) listed on Nasdaq.
Founded in 2003, Jazz is a global biopharmaceutical company dedicated to the development and commercialisation of life-changing medicines, with a focus on neuroscience. Jazz is incorporated in the Republic of Ireland, with ordinary shares listed on Nasdaq.
Slaughter and May is working closely with a team from Cravath, Swaine & Moore LLP, led by George Schoen, Damien Zoubek and Jenny Hochenberg, and the in-house legal function at GW, led by general counsel Doug Snyder.