GW Pharmaceuticals plc Announces Pricing of U.S. Public Offering of ADSs Raising $252.0 Million on NASDAQ Global Market
July 12 2016 - 10:24PM
GW Pharmaceuticals plc (Nasdaq:GWPH), (AIM:GWP), ("GW" or the
“Company”), a biopharmaceutical company focused on discovering,
developing and commercializing novel therapeutics from its
proprietary cannabinoid product platform, announced today the
pricing of an underwritten public offering by the Company. GW will
issue 2,800,000 of American Depositary Shares (“ADSs”),
representing 33,600,000 ordinary shares of GW, at a price to the
public of $90.00 per ADS on the NASDAQ Global Market, raising gross
proceeds of approximately $252,000,000 (before deducting
underwriting discounts, commissions and offering expenses).
GW has granted the underwriters a 30-day option to purchase up to
an additional 420,000 ADSs at the public offering price less
underwriting discounts and commissions. Closing of the
offering is expected to occur on July 18, 2016.
Morgan Stanley, BofA Merrill Lynch and Goldman,
Sachs & Co. are acting as joint book-running managers for the
offering. Cowen and Company is acting as lead manager and Piper
Jaffray is acting as manager.
The ADSs described above are being offered by GW
pursuant to a shelf registration statement filed by GW with the
Securities and Exchange Commission (“SEC”) that became
automatically effective on May 7, 2014. The offering of the ADSs is
being made only by means of a prospectus and prospectus
supplement. You may obtain these documents on the SEC’s
website at http://www.sec.gov. Alternatively, the prospectus
and prospectus supplement may be obtained from Morgan Stanley &
Co. LLC, Attention: Prospectus Department, 180 Varick Street,
2nd Floor, New York, New York 10014; BofA Merrill Lynch,
NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC
28255-0001, Attention: Prospectus Department, email:
dg.prospectus_requests@baml.com; or from Goldman, Sachs & Co.,
Attention: Prospectus Department, 200 West Street, New York, NY
10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by
emailing prospectus-ny@ny.email.gs.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
For readers in the European Economic
Area
In any EEA Member State that has implemented the
Prospectus Directive, this communication is only addressed to and
directed at qualified investors in that Member State within the
meaning of the Prospectus Directive. The term “Prospectus
Directive” means Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EU, to the extent implemented in each
relevant Member State), together with any relevant implementing
measure in the relevant Member State.
For readers in the United
Kingdom
This communication, in so far as it constitutes
an invitation or inducement to enter into investment activity
(within the meaning of s21 Financial Services and Markets Act 2000
as amended) in connection with the securities which are the subject
of the offering described in this press release or otherwise, is
being directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters
relating to investments who fall within Article 19(5) (“Investment
professionals”) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”) or (iii) certain
high value persons and entities who fall within Article 49(2)(a) to
(d) (“High net worth companies, unincorporated associations etc”)
of the Order; or (iv) any other person to whom it may lawfully be
communicated (all such persons in (i) to (iv) together being
referred to as “relevant persons”). The ADSs are only available to,
and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such ADSs will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.
About GW Pharmaceuticals
plc
Founded in 1998, GW is a 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 advancing an
orphan drug program in the field of childhood-onset epilepsy with a
focus on Epidiolex® (cannabidiol), which is in Phase 3 clinical
development for the treatment of Dravet syndrome, LGS and Tuberous
Sclerosis Complex. GW successfully commercialized the world’s first
plant-derived cannabinoid prescription drug, Sativex®, which is
approved for the treatment of spasticity due to multiple sclerosis
in 28 countries outside the United States. GW has a deep pipeline
of additional cannabinoid product candidates which includes
compounds in Phase 1 and 2 trials for glioma, schizophrenia and
epilepsy.
Forward-looking statements
This news release may contain forward-looking
statements that reflect GWs current expectations regarding future
events, including statements regarding the expected closing of the
offering, the therapeutic benefit, safety profile and commercial
value of the Company's investigational drug Epidiolex, the
development and commercialization of Epidiolex, plans and
objectives for product development, plans and objectives for
present and future clinical trials and results of such trials,
plans and objectives for regulatory submissions and approvals.
Forward-looking statements involve risks and uncertainties.
Actual events could differ materially from those projected herein
and depend on a number of factors, including (inter alia), the
success of the GW’s research strategies, the applicability of the
discoveries made therein, the successful and timely completion of
uncertainties related to the regulatory process, and the acceptance
of Sativex, Epidiolex, if approved, and other products which we may
commercialize by consumers and medical professionals. A further
list and description of risks, uncertainties and other risks
associated with an investment in GW can be found in GW’s filings
with the U.S. Securities and Exchange Commission. Existing and
prospective investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. GW undertakes no obligation to update or revise the
information contained in this press release, whether as a result of
new information, future events or circumstances or otherwise.
Enquiries:
GW Pharmaceuticals plc |
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(Today) +44 20 3727 1000 |
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Stephen
Schultz, VP Investor Relations (US) |
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917 280
2424 |
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FTI Consulting (UK Media Enquiries) |
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Ben
Atwell / Simon Conway |
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+ 44 20
3727 1000 |
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FleishmanHillard (US Media Enquiries) |
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Paddi
Hurley / Adam Silverstein |
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212 453
2382 / 212 453 2493 |
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