Acquisitions (Tables)

6 Months Ended

Jun. 30, 2020

Summary of Total Consideration Transferred

The following table summarizes the total consideration transferred to acquire Achillion and the estimated fair value of the identified assets acquired and liabilities assumed at the acquisition date:


Consideration
Upfront payment to shareholders and option holders	$	926.2
Upfront payment, fair value of equity compensation attributable to the post-combination service period	(20.0)
Upfront cash paid, net	906.2

Contingent consideration	160.7
Contingent consideration, fair value of equity compensation attributable to the post-combination service period	(5.7)
Total consideration	$	1,061.2

Assets Acquired and Liabilities Assumed
Cash and cash equivalents	$	68.5
Marketable securities	106.1
In-process research & development assets (IPR&D)	918.0
Goodwill	37.8
Deferred tax liabilities, net	(62.9)
Other assets and liabilities, net	(6.3)
Total net assets acquired	$	1,061.2

Summary of Pro Forma Information

The following unaudited pro forma information presents the combined results of Alexion and Achillion as if the acquisition of Achillion had been completed on January 1, 2019, with adjustments to give effect to pro forma events that are directly attributable to the acquisition. The unaudited pro forma results do not reflect operating efficiencies or potential cost savings that may have resulted from the consolidation of operations. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations had we completed the transaction on January 1, 2019.


	Three months ended June 30						Six months ended June 30
	2020		2019		2020		2019
Pro forma revenue	$	1,444.6	$	1,203.3	$	2,889.4	$	2,343.7
Pro forma net (loss) income	$	(1,068.1)	$	440.3	$	(493.2)	$	956.0

Summary of Acquisition-Related Costs

Acquisition-related costs recorded within the condensed consolidated statement of operations associated with our acquisitions of Achillion and Portola for the three and six months ended June 30, 2020 and 2019 include the following:


	Three months ended June 30,						Six months ended June 30,
	2020		2019		2020		2019
Transaction costs ⁽¹⁾	$	4.2	$	—	$	5.6	$	—
Integration costs	0.9		—		1.0		—
Fair value of equity compensation attributable to the post-combination service period	—		—		25.7		—
Restructuring-related costs⁽²⁾	(0.5)		—		10.4		—
	$	4.6	$	—	$	42.7	$	—

(1) Transaction costs primarily include legal fees related to the acquisition of Portola as well as costs incurred to effectuate the settlement of the Achillion outstanding options

(2) Restructuring-related costs include liabilities recognized, and subsequent changes in estimates recorded for, severance payments and one-time short-term retention awards agreed to in connection with the acquisition of Achillion.