On February 3, 2021, GW and Jazz Pharmaceuticals Public Limited Company issued a joint press release announcing the Proposed Transaction, pursuant to which GW will merge with Jazz through Jazz’s wholly owned subsidiary Jazz Pharmaceuticals UK Holdings Limited. Under the terms of the Merger Agreement, holders of GW ordinary shares will receive $16.66 2/3 in cash plus an amount of Jazz ordinary shares equal to an exchange ratio that will be calculated based upon Jazz’s share price, and holders of American Depositary Shares of GW will receive approximately $220 in cash and $20 in Jazz stock in consideration for their GW ADSs (the “Merger Consideration”).

On March 15, 2021, GW filed a Schedule 14A Definitive Proxy Statement with the SEC. The Complaint alleges that the Proxy Statement, which recommends that GW stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things, the Company’s and Jazz’s financial projections and the financial analyses supporting the fairness opinions provided by the Board’s financial advisors.