Upon completion of merger, Alexion shareholders will own approximately 15% of combined company. The acquisition terms provide that Alexion will be liable to pay The company has sold … Based on AstraZeneca's reference average ADR price of $54.14, this implies total consideration to Alexion shareholders of $39bn or $175 per share. Walker at joseph.walker@wsj.com, AstraZeneca Agrees to Buy Alexion for $39 Billion -- 4th Update. Goldman Sachs International, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, and Goldman Sachs Bank USA, which is authorised and regulated by the Board of Governors of the Federal Reserve System (Federal Reserve Board), the FDIC and the New York State Department of Financial Services, are each acting exclusively for AstraZeneca and no one else in connection with the transaction and the matters referred to in this document and will not regard any other person as a client in relation to the matters set out in this document and will not be responsible to anyone other than AstraZeneca for providing the protections afforded to their respective clients, nor for providing advice in relation to the transaction or any other matter referred to in this document. Still, Soliris's patent protection is waning, and the drug faces This acquisition allows us to enhance our presence in immunology. INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. Scientific leadership - accelerated presence in immunology. few weeks" in some countries and in January in others. Alexion is a global biopharmaceutical company focused on serving patients and families affected by rare diseases and devastating conditions through the discovery, development and commercialisation of life-changing medicines. Jordan Ellison (Slaughter and May) InvestorsHub.com, Inc. For Media enquiries Morgan Stanley & Co. International plc ("Morgan Stanley”) and J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) (“J.P. Evercore, Centerview Partners and Ondra, each of which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, are each acting exclusively for AstraZeneca and no one else in connection with the transaction and the matters referred to in this document and will not regard any other person as a client in relation to the matters set out in this document and will not be responsible to anyone other than AstraZeneca for providing the protections afforded to their respective clients, nor for providing advice in relation to the transaction or any other matter referred to in this document. Alexion also has two highly innovative enzyme replacement therapies for patients with life-threatening and ultra-rare metabolic disorders, hypophosphatasia and lysosomal acid lipase deficiency as well as the first and only approved Factor Xa inhibitor reversal agent. It has faced criticism over The combined companies will bring together two rapidly converging, patient-centric models of care delivery with combined strengths in immunology, biologics, genomics and oligonucleotides to drive future medicine innovation. in January. doctors to switch their patients onto a new drug called Ultomiris disclosures around an early clinical-trial dosing mistake and a Goldman Sachs Bank USA is acting as lead debt financing underwriter. Merger control matter of the year – Americas: Creative, strategic and innovative competition work for a client on a landmark merger control matter in the Americas. In addition, Alexion is developing several mid-to-late-stage therapies, including a copper-binding agent for Wilson disease, FcRn antibody for rare IgG-mediated diseases and an oral Factor D inhibitor as well as several early-stage therapies, including one for light chain amyloidosis, a second oral Factor D inhibitor and a third complement inhibitor. For details on how to contact the Investor Relations Team, please click here. He and Mr. Dunoyer told reporters on a call Saturday that Core EPS is a non-GAAP financial measure and adjusted from reported GAAP EPS to exclude certain significant items such as amortisation and impairment of intangible assets, charges and provisions related to global restructuring programmes and other specified items per AstraZeneca annual filings. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus or the proxy statement free of charge from the SEC's website or from AstraZeneca or Alexion as described in the paragraphs below. Based in Cambridge, UK, AstraZeneca operates in over 100 countries and its innovative medicines are used by millions of patients worldwide. Sources of information and bases of calculation. Please visit astrazeneca.com and follow the Company on Twitter @AstraZeneca. In September 2017, Alexion announced that it would be closing its Smithfield, RI manufacturing facility. Persons into whose possession this announcement or other information referred to herein should inform themselves about, and observe, any restrictions in such laws or regulations. Forward-looking statements may and often do differ materially from actual results. Both companies share the same dedication to science and innovation to deliver life-changing medicines. improve profit margins by eliminating expenses over three years, by Closing of the acquisition is subject to approval by AstraZeneca and Alexion shareholders, certain regulatory approvals, approval of the new AstraZeneca shares for listing with the Financial Conduct Authority and to trading on the London Stock Exchange, and other customary closing conditions. vaccine rollout, the executives said. US: +1 301 715 8592, Webinar ID: 995 4603 8702 The acquisition strengthens AstraZeneca's industry-leading growth, underpinned by its broad portfolio of medicines, which will enable the new company to bring innovative medicines to a broad range of healthcare practitioners in primary, speciality and highly specialised care. It has been prepared solely for the proposed acquisition referred to in this announcement. will be required to pay Alexion a break fee of $1.4 billion. Alexion has pioneered complement inhibition for a broad spectrum of immune-mediated rare diseases caused by uncontrolled activation of the complement system, a vital part of the immune system. reducing infrastructure costs such as office space and distribution Based on AstraZeneca's reference average ADR price of $54.14, this implies total consideration to Alexion shareholders of $39bn or $175 per share. AstraZeneca’s acquisition of Alexion is expected to close in the third quarter of this year. The acquisition will be undertaken through a US statutory merger in which Alexion shareholders will receive $60 in cash and 2.1243 new AstraZeneca ADSs listed on the Nasdaq exchange for each of their Alexion shares. AstraZeneca said Alexion will give it a foothold in the revamp the company's business culture and soon began cutting costs The two companies have been on converging paths, AstraZeneca expanding its presence from primary to speciality care, whereas Alexion has been progressing from ultra-orphan to orphan and speciality conditions. they expect to close in the third quarter of 2021. THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT FOR THE PURPOSES OF THE UK PROSPECTUS REGULATION RULES OR THE EU PROSPECTUS REGULATION. That represents a 40% premium over Alexion's one-month share-price NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. "Our belief is that by Q3 the The Alexion proxy statement is also expected to be published in the first half of 2021. Alexion Pharmaceuticals Inc. for $39 billion in cash and stock, a Click here for available international numbers. AstraZeneca Chief Executive Pascal Soriot. Enhanced revenue growth, operating margin and cash-flow generation. Soriot said. The companies have been talking for several months, said In 2016, Alexion's chief executive and chief financial officer Completion of the proposed acquisition is subject to the satisfaction of several conditions as more fully described in this announcement. move that would bolster the British drug giant's footprint in rare THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION AND NEITHER THE ISSUE OF THE INFORMATION NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY. David Brennan, a former investigated, is going well and should produce late-stage results The acquisition is expected to realise recurring run-rate pre-tax synergies of c.$500m per year from the combined Group, generated from commercial and manufacturing efficiencies as well as savings in central costs, with full run-rate expected to be achieved by end of the third year following completion of the acquisition. The complement cascade is pivotal to the innate immune system. lucrative field of rare-disease drugs and help fuel revenue and AstraZeneca's U.S.-traded American depositary receipts. Nothing in this announcement should be construed as a profit estimate or profit forecast. This press release and further information about Alexion can be found at www.alexion.com. Sweden: +46 8 5052 0017 Rare diseases is a high-growth therapy area with rapid innovation and significant unmet medical need. AstraZeneca, with Alexion's R&D team, will work to build on Alexion's pipeline of 11 molecules across more than 20 clinical-development programmes across the spectrum of indications, in rare diseases and beyond. The acquisition of Alexion is consistent with AstraZeneca's capital-allocation priorities. With the Alexion deal, it will also now be trying to AstraZeneca and Alexion Pharmaceuticals, Inc. (Alexion) have entered into a definitive agreement for AstraZeneca to acquire Alexion. This announcement may include statements that are or may be deemed to be forward-looking statements. AstraZeneca has built a growing scientific presence in oncology, and in cardiovascular, renal and metabolism, and respiratory diseases, with a focus on organ protection. By agreeing to buy Alexion, AstraZeneca is aiming to diversify a improper sale and accounting practices. frequent shots and a lower price. pipeline. We bring to AstraZeneca a strong portfolio, innovative rare disease pipeline, a talented global workforce and strong manufacturing capabilities in biologics. Upon completion of merger, Alexion shareholders will own 15% of combined company. (i) As at 9 December 2020, there were 218,720,567 Alexion shares outstanding. Write to Jenny Strasburg at jenny.strasburg@wsj.com and Joseph drugs market. Combining AstraZeneca’s capabilities in precision medicine and Alexion’s expertise in rare-disease development and commercialisation will enable the new company to develop a portfolio of medicines addressing the large unmet needs of patients suffering from rare diseases. health insurers are typically willing to pay because they only have under the United States Securities Act of 1933. Neither Goldman Sachs International, nor Goldman Sachs Bank USA, nor any of their respective subsidiaries, holding companies, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with the transaction or any statement contained herein or otherwise. The acquisition also strengthens AstraZeneca's cash-flow generation, providing additional flexibility to reinvest in R&D and rapid debt reduction, with an ambition to increase the dividend. While still working to prove its own Covid-19 vaccine, AstraZeneca has reportedly capitalized on the success of another. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Alexion in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus or proxy statement when it is filed with the SEC. partnership with the University of Oxford. when patents expired. Investor Relations Team, please click here Filed by AstraZeneca PLC. UK: +44 203 481 5237 one or two members requiring the treatment. orchestrate a giant corporate merger at the same time. The combination represents a significant step in AstraZeneca's strategic and financial-growth plans. The acquisition will be undertaken through a US statutory merger in which Alexion shareholders will receive $60 in cash and 2.1243 new AstraZeneca ADSs listed on the Nasdaq exchange for each of their Alexion shares. global Covid-19 vaccine, adding that for a deal this attractive, Neither Evercore, Centerview Partners nor Ondra, nor any of their respective subsidiaries, holding companies, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with the transaction or any statement contained herein or otherwise. AstraZeneca remains committed to maintaining a strong investment-grade credit rating. CAMBRIDGE, England & BOSTON--(BUSINESS WIRE)--Dec. 12, 2020-- He said the company's U.S. clinical trial, delayed earlier this as blockbusters in its portfolio were hit by generic competition year, according to FactSet; Ultomiris sales are projected to be In contrast, AstraZeneca's capabilities in genomics, precision medicine and oligonucleotides can be leveraged to develop medicines targeting less-frequent diseases. quarter, possibly sooner, by which time they will be well into the It plays a crucial role in many inflammatory and autoimmune diseases across multiple therapy areas, including haematology, nephrology, neurology, metabolic disorders, cardiology, ophthalmology and acute care. The Alexion deal reached a legal settlement with Amgen Inc. to delay its launch of a For Media enquiries, Megan Goulart, +18573388634, and for Investor Relations, Chris Stevo, +18573389309. Acquisitions To realise the total synergies, AstraZeneca expects to incur one-time cash costs of c.$650m, during the first three years following completion. That’s the $39 billion question for AstraZeneca, which will still be closing on its big Alexion buyout as the biotech counts down to a looming May 14 … Subject to the satisfaction of the closing conditions to the proposed acquisition, the companies expect the acquisition to close in Q3 2021. A CIRCULAR IN RELATION TO THE PROPOSED ACQUISITION DESCRIBED IN THIS ANNOUNCEMENT IS EXPECTED TO BE PUBLISHED IN DUE COURSE. The FcRn extends the half-life and hence the availability of pathogenic immunoglobulin G (IgG) antibodies. AstraZeneca will also be required to pay Alexion a break fee of $1.4bn in certain specified circumstances, including a change of AstraZeneca’s board recommendation. don't need large sales forces and can charge high prices that AstraZeneca executives said Saturday in a briefing with Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously. "You do it when the opportunity arises.". AstraZeneca stock jumped Tuesday after the company reaffirmed its plan to acquire Alexion Pharmaceuticals in the third quarter, even as more European countries suspended use of … Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The $120.98. Morgan Stanley and Goldman Sachs International are joint corporate brokers. AstraZeneca intends to build on its geographical footprint and extensive emerging markets presence to accelerate the worldwide expansion of Alexion's portfolio. AstraZeneca was formed on Apr 6, 1999, through the merger of Sweden’s Astra AB and UK’s Zeneca Group plc. The company will become part of a new rare disease unit that will be headquartered in Boston. The acquisition is expected to deliver robust and sustainable accretion to AstraZeneca's core earnings per share (EPS) from the outset, with double-digit percentage accretion anticipated in the first three years following the completion of the acquisition. Soliris is about $600,000, and $458,000 for Ultomiris, an Alexion Directors of both companies have approved the acquisition, which See More Posts on {{symbol}} Message Board. late-stage development of a leading Covid-19 vaccine developed in AstraZeneca is in the midst of a $39-billion acquisition of US biotech firm Alexion Photo: GETTY IMAGES NORTH AMERICA / WIN MCNAMEE. through workforce reductions and paring down its R&D integrate. Greater scientific presence in immunology by adding Alexion's innovative complement-technology platforms and strong pipeline, Dedicated rare disease unit to be headquartered in Boston, Geographical presence to be enhanced with broad coverage across primary, speciality and highly specialised care, Double-digit revenue growth through 2025; acquisition strengthens AstraZeneca’s broad-based revenue and the company will further globalise Alexion’s portfolio, Enhanced operating margin and cash flow to enable rapid debt reduction with an ambition to increase the dividend, The acquisition will be immediately core earnings-accretive and value-enhancing, and is aligned with stated capital-allocation priorities. Any failure to comply with this restriction may constitute a violation of such laws or regulations. agreed to buy Shire for $62 billion. Morgan Cazenove”) each of which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority in the UK are each acting as financial adviser exclusively for AstraZeneca and no one else in connection with the matters set out in this announcement. Other big drugmakers have paid up to enter the rare-disease This announcement contains inside information. Subject Company: Alexion Pharmaceuticals, Inc. (Commission File No. In June, Alexion AstraZeneca said its cash-and-stock agreement amounts to $175 Chris Stevo, +18573389309, AstraZeneca contacts [76] On 27 December 2020, the AstraZeneca chief Pascal Soriot said that they have “figured out the winning formula” with their two-dose system with the Oxford University ’s COVID-19 vaccine . NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes. Except as explicitly stated in this announcement, none of the contents of AstraZeneca's or Alexion's websites, nor any website accessible by hyperlinks on AstraZeneca's or Alexion's websites, is incorporated in or forms part of, this announcement. 2 EvaluatePharma, World Preview 2020, Outlook to 2026. In December 2020, AstraZeneca announced it would be buying the company; at announcement the deal was worth $39 billion. A webinar and conference call for investors and analysts will begin at 2:00 pm UK time today, please join 10-15 minutes prior to the scheduled start time. (ix) The volume weighted average price of an Alexion Share is derived from Bloomberg by reference to the volume weighted average price over the last 30 Alexion trading days up to 11 December 2020 (being the last Business Day prior to announcement of an offer for Alexion). Freshfields Bruckhaus Deringer is acting as legal counsel. AstraZeneca intends to establish Boston, Massachusetts, US as its headquarters for rare diseases, capitalising on talent in the greater Boston area. Megan Goulart, +18573388634, for Investor Relations Unless otherwise stated: financial information relating to AstraZeneca has been extracted or derived from the audited results for the twelve months ended 12 December 2019; and financial information relating to Alexion has been extracted or derived from the audited results for the twelve months ended 31 December 2019, and the unaudited results for the nine months ended 30 September 2020. Apart from the responsibilities and liabilities, if any, which may be imposed on each of Evercore, Centerview Partners and Ondra by the Financial Services and Markets Act 2000 (FSMA), or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore, Centerview Partners nor Ondra, nor any of their respective affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with AstraZeneca or the matters described in this announcement. Most recently, in 2018, Takeda Pharmaceutical Co. The average annual cost of No statement in this announcement, including statements that the acquisition is accretive to core EPS, or enhancing to core operating margins should be interpreted to mean that earnings per share or core operating margins of AstraZeneca or Alexion for the current or future financial years would necessarily match or exceed the historical published earnings per share or core operating margins of AstraZeneca or Alexion. We remain committed to continuing to serve the patients who rely on our medicines and firmly believe the combined organisation will be well positioned to accelerate innovation and deliver enhanced value for our shareholders, patients and the rare disease communities.”. Ludwig Hantson took the helm of Alexion in 2017, promising to More recently, AstraZeneca has increased its efforts in immunology research and the development of medicines for immune-mediated diseases. centers. and Alexion's roughly 3,000 employees will be fairly simple to The success of the franchise is demonstrated by the effective transition of over 70% of PNH patients from Soliris to Ultomiris in less than two years of launch in its key markets, including the US, Japan and Germany, as well as the strong pipeline of additional indications for Ultomiris.