According to the Complaint, GW Pharmaceuticals, PLC is a biopharmaceutical company focused on discovering, developing, and commercializing novel therapeutics from their 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. The Company has two primary, more developed products: Epidiolex and Nabiximols (Sativex). GW also has a deep pipeline of additional cannabinoid product candidates and novel compounds, including compounds in Phase 1, Phase 2, and Phase 3 trials.

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.

On January 18, 2022, the Court issued an Order appointing Lead Plaintiff and Counsel. Lead Plaintiff filed an amended Complaint on March 28.

On January 19, 2023, the parties notified the Court that they had reached a Settlement in principle in the action. On March 16, the parties entered into a Stipulation of Settlement. The Court granted preliminary approval of the Settlement on July 28. On March 25, 2024, the Court granted final approval of the Settlement, including an award of Attorneys’ Fees and Expenses, and entered Final Judgment. On April 3, the Court issued an amended Order of final approval and the Clerk of Court filed an amended Judgment on April 4.