RARE Daily

Jazz Pharmaceuticals to Acquire GW Pharmaceuticals for $7.2 Billion

February 3, 2021

Rare Daily Staff

Jazz Pharmaceuticals and GW Pharmaceuticals have entered into a definitive agreement for Jazz to acquire GW for $7.2 billion, expanding its neuroscience pipeline with GW’s cannabinoid platform and products focused on rare diseases.

Jazz will pay $220.00 per American Depositary Share (ADS), in the form of $200.00 in cash and $20.00 in Jazz ordinary shares, for a total consideration of $7.2 billion, or $6.7 billion net of GW cash. The deal represents a 50 percent premium over GW’s closing price ahead of the announcement. The transaction, which has been unanimously approved by the boards of both companies, is expected to close in the second quarter of 2021.

The acquisition of GW bolsters Jazz’s neuroscience pipeline, adding GW Pharma’s proprietary cannabinoid product platform that addresses a broad range of rare diseases. GW Pharma’s Epidiolex is the first plant-derived cannabinoid medicine ever approved by the U. S. Food and Drug Administration for use in patients one-year and older to treat seizures associated with Lennox-Gastaut syndrome, Dravet syndrome, and Tuberous Sclerosis Complex, all of which are rare diseases characterized by severe early-onset epilepsy. It is also approved in the European Union in patients two years of age and older for the adjunctive treatment of seizures associated with Lennox-Gastaut syndrome and Dravet syndrome in conjunction with clobazam and is under EMA review for the treatment of seizures associated with TSC.

In addition to the approved indications for Epidiolex, Jazz says there are considerable opportunities to pursue other indications within the epilepsy field, including other treatment-resistant epilepsies where significant unmet needs of patients exist.

Beyond Epidiolex, GW Pharma has a platform and pipeline of cannabinoid product candidates, as well as highly specialized manufacturing expertise, developed over two decades of pioneering and building leadership in cannabinoid science. This pipeline includes nabiximols, for which the company is in phase 3 trials to seek FDA approval for treatment of spasticity associated with multiple sclerosis and spinal cord injury, as well as earlier-stage cannabinoid product candidates for autism and schizophrenia.

“We believe that Jazz is an ideal growth partner that is committed to supporting our commercial efforts, as well as ongoing clinical and research programs,” said Justin Gover, CEO of GW Pharmaceuticals. “We have a shared vision of developing and commercializing innovative medicines that address significant unmet needs in neuroscience and an approach of putting patients first. Together, we will have an opportunity to reach and impact more patients through a broader portfolio of neuroscience-focused therapies than ever before.”

For Jazz, the deal adds a third commercial franchise in epilepsies, complementing its portfolio of medicines for sleep disorders and cancer. GW has rapidly scaled Epidiolex, achieving approximately $510 million in annual sales within two years of launch and broad access to date, with more than 97 percent of U.S. lives covered. Epidiolex addresses significant unmet needs in the field of epilepsy and offers the potential for a substantial improvement in outcomes for patients who were previously drug resistant.

GW’s novel cannabinoid platform will also expand and diversify Jazz’s growing neuroscience pipeline to 19 clinical development programs across neuroscience and oncology, including in sleep, epilepsy, movement disorders, psychiatry, hematology and solid tumors. Following the close of the transaction, the combined portfolio will include highly differentiated assets addressing significant unmet patient needs, which, when combined with complementary commercial models, accelerates Jazz’s growth strategy.

“We are joining two teams that share a passion for, and track record of, developing differentiated therapies that advance science and transform the lives of patients,” said Bruce Cozadd, chairman and CEO of Jazz Pharmaceuticals. “This will help facilitate a successful integration and bring added capabilities to Jazz. Given the strength of our balance sheet and the meaningful financial drivers of the transaction, we are confident in the value we can deliver to both companies’ shareholders and patients.”

Photo: Bruce Cozadd, chairman and CEO of Jazz Pharmaceuticals

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