On February 3, 2021, GW entered into an agreement and plan of merger pursuant to which the holders of GW ordinary shares would receive $16.66 in cash plus an amount of Jazz ordinary shares equal to an exchange ratio that would be calculated based upon Jazz’s share price, and holders of GW American Depositary Shares would receive approximately $200 per share in cash and $20 in Jazz stock in consideration for their shares (the “Merger Consideration”).

The Complaint alleges that on March 15, 2021, to convince GW shareholders to vote in favor of the Merger, Defendants caused a materially false and misleading Definitive Proxy Statement, subsequently amended and supplemented on April 14, 2021, to be filed with the SEC and disseminated to GW’s shareholders. The Complaint alleges that the Proxy was materially false and misleading with respect to GW’s financial projections and operations, the value of GW shareholders’ stock, and the fairness of the Merger Consideration.