Jazz Pharmaceuticals plc — Proxy Solicitation & Information Statement 2021

Feb 5, 2021

DFAN14A 1 d11418ddfan14a.htm DFAN14A DFAN14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☒ Soliciting Material under Rule 14a-12

GW PHARMACEUTICALS PLC

(Name of Registrant as Specified In Its Charter)

JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Explanatory Note: The following communications were made available by Jazz Pharmaceuticals or its officers through various social media accounts. Dan Swisher President and Chief Operating Officer at Jazz Pharmaceuticals 6m Jazz is excited about this agreement. Both companies are guided by shared values that include integrity, collaboration, passion, innovation and pursuit of excellence, and have cultures where diversity, equity and inclusion are a priority. The transaction will bring together two companies with a significant presence in the United Kingdom, which is expected to remain an important part of the combined enterprise. Important: https://lnkd.in/gP4-QWp Jazz Pharmaceuticals 63,329 followers + Followed 1d Edited Today Jazz announced a definitive agreement to acquire GW Pharmaceuticals plc, a global leader in the science, development, manufacturing and commercialization of cannabinoid - based prescription medicines. see more “We are joining two teams that share a passion for track record of developing differentiated therapies that advance science and transform the lives of patients. This transaction will combine two global neuroscience companies both focused on critical, unmet patient needs.” Bruce Cozadd Chairman and Chief Executive Officer Jazz Pharmaceuticals Jazz Pharmaceuticals Read More Investor.jazzpharma.com 14min read

Jazz Pharmaceuticals 63329 followers 1d Edited Today Jazz announced a definitive agreement to acquire GW Pharmaceuticals plc, a global leader in the science, development, manufacturing and commercialization of cannabinoid-based prescription medicines. see more 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. This transaction will combine two global neuroscience companies both focused on critical, unmet patient needs. Bruce Cozadd Chairman and Chief Executive Officer Jazz Pharmaceuticals Read More Investor.jazzpharma.com 14min read Jazz Pharmaceuticals Robert Iannone Executive Vice President, Research and Development and Chief Medical Officer 15m GW’S novel cannabinoid platform will expand and diversify Jazz’s growing neuroscience pipeline. The collective Jazz and GW teams will bring highly complementary expertise to a pro-forma pipeline of 19 clinical development programs across neuroscience and oncology, including in sleep, epilepsy, movement disorders, psychiatry, hematology and solid tumors. Important: https://lnkd.in/e9CxUXA