GW Pharmaceuticals Announces Proposed Public Offering of ADSs
17 Juni 2014 - 10:06PM
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 that it
and certain of its shareholders intend to sell, subject to market
and other conditions, 1.7 million American Depositary Shares
("ADSs") representing ordinary shares of GW on the NASDAQ Global
Market in an underwritten U.S. public offering. GW will grant the
underwriters a 30-day option to purchase up to an additional
255,000 ADSs at the offering price. There can be no assurance as to
whether or when the offering may be completed, or as to the actual
size or terms of the offering. The price for the offering has
not yet been determined.
Morgan Stanley, BofA Merrill Lynch and Cowen and Company are
acting as joint book-running managers for the offering. Piper
Jaffray is acting as lead manager.
The ADSs described above are being offered by GW and the selling
shareholders pursuant to a shelf registration statement filed by GW
with the Securities and Exchange Commission ("SEC") that became
automatically effective on May 7, 2014. A preliminary prospectus
supplement related to the offering has been filed with the SEC and
is available on the SEC's website at http://www.sec.gov. Copies of
the preliminary prospectus supplement and the accompanying
prospectus relating to this offering may be obtained from Morgan
Stanley, Attention: Prospectus Department, 180 Varick Street,
2nd Floor, New York, New York 10014; BofA Merrill Lynch, 222
Broadway, New York, NY 10038, attention: Prospectus Department,
email: dg.prospectus_requests@baml.com; or from Cowen and Company,
c/o Broadridge Financial Services, 1155 Long Island Avenue,
Edgewood, NY, 11717, Attn: Prospectus Department; or from Piper
Jaffray, Attention: Prospectus Department, 800 Nicollet Mall,
J12S03, Minneapolis, MN 55402.
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.
There will be no offer of ADSs to the public in the
UK. This press release is not directed to, or intended for
distribution or use by, any person or entity that is a citizen or
resident or located in any locality, state, country or other
jurisdiction where such distribution, publication, availability or
use would be contrary to law or regulation or which would require
any registration or licensing within such jurisdiction.
The distribution of this press release into jurisdictions other
than the UK may be restricted by law. Persons into whose possession
this announcement come should inform themselves about and observe
any such restrictions.
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 commercialized the world's first plant-derived
cannabinoid prescription drug, Sativex®, which is approved for the
treatment of spasticity due to multiple sclerosis in 25 countries
outside the United States. Sativex is also in Phase 3
clinical development as a potential treatment of pain in people
with advanced cancer. This Phase 3 program is intended to support
the submission of a New Drug Application for Sativex in cancer pain
with the U.S. Food and Drug Administration and in other markets
around the world. GW has a deep pipeline of additional cannabinoid
product candidates, including Epidiolex which has received Orphan
Drug Designation from the FDA for the treatment of Dravet and
Lennox-Gastaut syndromes, severe, drug-resistant epilepsy
syndromes. GW's product pipeline also includes compounds in Phase 1
and 2 clinical development for glioma, ulcerative colitis, type‑2
diabetes, and schizophrenia. For further information, please visit
www.gwpharm.com.
Forward-looking statements
This news release may contain forward-looking statements that
reflect GWs current expectations regarding future events, including
statements regarding the timing of and potential listing of
American Depository Shares on the NASDAQ Global Market, the
proposed timing of such offering and development and regulatory
clearance of the GW's products. 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®and
other products and product candidates by consumer 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, including its shelf registration statement and the
documents incorporated by reference therein. 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 |
(Today) +44 20 3727
1000 |
Justin Gover, Chief Executive
Officer |
(Thereafter) + 44 1980
557000 |
Stephen Schultz, VP Investor
Relations (US) |
917 280 2424 / 401 500
6570 |
|
|
FTI Consulting (Media
Enquiries) |
|
Ben Atwell / Simon Conway / John
Dineen (UK) |
+ 44 20 3727 1000 |
Robert Stanislaro (US) |
212 850 5657 |
|
|
Trout Group, LLC (US investor
relations) |
|
Todd James / Chad Rubin |
646 378 2900 |
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