a4622i
FORM 6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For the
month of December 2020
Commission
File Number: 001-11960
AstraZeneca PLC
1
Francis Crick Avenue
Cambridge
Biomedical Campus
Cambridge
CB2 0AA
United
Kingdom
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by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
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by check mark if the registrant is submitting the Form 6-K in paper
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by check mark whether the registrant by furnishing the information
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to the Commission pursuant to Rule 12g3-2(b) under the Securities
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AstraZeneca PLC
INDEX
TO EXHIBITS
1.
AstraZeneca
to acquire Alexion Pharmaceuticals Inc
This announcement contains inside information
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.
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. 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. INVESTORS AND
PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON
THE BASIS OF ITS CONTENTS. A CIRCULAR IN RELATION TO THE PROPOSED
ACQUISITION DESCRIBED IN THIS ANNOUNCEMENT IS EXPECTED TO BE
PUBLISHED IN DUE COURSE.
12 December 2020 12:00 GMT
AstraZeneca to acquire Alexion, accelerating the
Company's strategic and financial development
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
AstraZeneca and Alexion Pharmaceuticals, Inc. (Alexion) have
entered into a definitive agreement for AstraZeneca to acquire
Alexion.
Alexion shareholders will receive $60 in cash and 2.1243
AstraZeneca American Depositary Shares (ADSs) (each ADS
representing one-half of one (1/2) ordinary share of AstraZeneca,
as evidenced by American Depositary Receipts (ADRs)) for each
Alexion share. Based on AstraZeneca's reference average ADR price
of $54.14, this implies total consideration to Alexion shareholders
of $39bn or $175 per share.
The boards of directors of both companies have unanimously approved
the acquisition. Subject to receipt of regulatory clearances and
approval by shareholders of both companies, the acquisition is
expected to close in Q3 2021, and upon completion, Alexion
shareholders will own c.15% of the combined company.
Pascal Soriot, Chief Executive Officer, AstraZeneca, said: "Alexion
has established itself as a leader in complement biology, bringing
life-changing benefits to patients with rare diseases. This
acquisition allows us to enhance our presence in immunology. We
look forward to welcoming our new colleagues at Alexion so that we
can together build on our combined expertise in immunology and
precision medicines to drive innovation that delivers life-changing
medicines for more patients."
Ludwig Hantson, Ph.D., Chief Executive Officer, Alexion, said: "For
nearly 30 years Alexion has worked to develop and deliver
transformative medicines to patients around the world with rare and
devastating diseases. I am incredibly proud of what our
organisation has accomplished and am grateful to our employees for
their contributions. This transaction marks the start of an
exciting new chapter for Alexion. We bring to AstraZeneca a strong
portfolio, innovative rare disease pipeline, a talented global
workforce and strong manufacturing capabilities in biologics. 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."
Strategic rationale
Both companies share the same dedication to science and innovation
to deliver life-changing medicines. The capabilities of both
organisations will create a company with great strengths across a
range of technology platforms, with the ability to bring innovative
medicines to millions of people worldwide. The combined company
will also have an enhanced global footprint and broad coverage
across primary, speciality and highly specialised
care.
Scientific leadership - accelerated presence in
immunology
AstraZeneca has built a growing scientific presence in oncology,
and in cardiovascular, renal and metabolism, and respiratory
diseases, with a focus on organ protection. AstraZeneca has
developed a broad range of technologies, initially focused on small
molecules and biologics and with a growing focus in precision
medicine, genomics, oligonucleotides and epigenetics. More
recently, AstraZeneca has increased its efforts in immunology
research and the development of medicines for immune-mediated
diseases.
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. Alexion's
franchise includes Soliris (eculizumab), a first-in-class
anti-complement component 5 (C5) monoclonal antibody. The medicine
is approved in many countries for the treatment of patients with
paroxysmal nocturnal haemoglobinuria (PNH), atypical haemolytic
uremic syndrome, generalized myasthenia gravis and neuromyelitis
optica spectrum disorder. More recently, Alexion
launched Ultomiris (ravulizumab), a second-generation C5
monoclonal antibody with a more convenient dosing
regimen.
Alexion's immunology expertise extends to other targets in the
complement cascade beyond C5 as well as additional modalities, with
its deep pipeline including Factor D small-molecule inhibitors of
the alternative pathway of the complement system, an antibody
blocking neonatal Fc receptor (FcRn)-mediated recycling, and a
bi-specific mini-body targeting C5, among others. The FcRn extends
the half-life and hence the availability of pathogenic
immunoglobulin G (IgG) antibodies.
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.
Alexion's leading expertise in complement biology will accelerate
AstraZeneca's growing presence in immunology. The acquisition adds
a new technology platform to AstraZeneca's science and
innovation-driven strategy. The complement cascade is pivotal to
the innate immune system. 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. In contrast,
AstraZeneca's capabilities in genomics, precision medicine and
oligonucleotides can be leveraged to develop medicines targeting
less-frequent diseases. 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.
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. AstraZeneca intends to establish
Boston, Massachusetts, US as its headquarters for rare diseases,
capitalising on talent in the greater Boston area.
Industry-leading revenue growth; enhanced geographical presence and
broad coverage across primary, specialised and highly specialised
care
AstraZeneca's acquisition of Alexion, with its strong commercial
portfolio and robust pipeline, will support its long-term ambition
to develop novel medicines in areas of immunology with high unmet
medical needs. Alexion achieved impressive revenue growth over the
last few years, with revenues of $5.0bn in 2019 (21% year-on-year
growth). Alexion has exhibited skilful commercial execution in
building its 'blockbuster' C5 franchise. 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.
Rare diseases is a high-growth therapy area with rapid innovation
and significant unmet medical need. Over 7,000 rare diseases are
known today, and only c.5% have US Food and Drug
Administration-approved treatments.[1] The
global rare disease market is forecasted to grow by a low double
digit percentage in the future.[2]
AstraZeneca intends to build on its geographical footprint and
extensive emerging markets presence to accelerate the worldwide
expansion of Alexion's portfolio.
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.
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.
The combined company is expected to deliver double-digit average
annual revenue growth through 2025.
Financial benefits
Enhanced revenue growth, operating margin and
cash-flow generation
The acquisition is expected to improve the combined Group's
profitability, with the core operating margin significantly
enhanced in the short term, and with continued expansion
thereafter. This uplift is supported by increased scale and
expected recurring run-rate pre-tax synergies of c.$500m per year
from the combined Group (by end of the third year following
completion of the acquisition). AstraZeneca expects to generate
significant value from the acquisition by extending Alexion's
commercial reach through leveraging AstraZeneca's global presence
and accelerating the development of Alexion's
pipeline.
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.
Immediately earnings-accretive and value-enhancing acquisition, in
line with stated capital-allocation priorities
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.
The acquisition of Alexion is consistent with AstraZeneca's
capital-allocation priorities. The combined company is expected to
maintain a strong, investment-grade credit rating, and the
acquisition supports AstraZeneca's progressive dividend policy. The
combination represents a significant step in AstraZeneca's
strategic and financial-growth plans.
Webinar and conference call
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.
UK: +44 203 481 5237
Sweden: +46 8 5052 0017
US: +1 301 715 8592
Webinar ID: 995 4603 8702
Password: 12121220
Click here for available
international numbers.
The presentation will be available at astrazeneca.com before
the call takes place, and replay details after the
call.
Details of the acquisition
Key terms
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. The cash and ADS consideration represents an c.45%
premium to Alexion shareholders based on the closing stock price of
Alexion on 11 December 2020 and a c.43% premium, based on the
30-day volume-weighted average closing stock price of $122.04
before this announcement. If they elect, Alexion shareholders may
receive their allocation of AstraZeneca ADSs in the form of a
corresponding number of ordinary shares of AstraZeneca in addition
to the cash consideration.
Based on AstraZeneca's reference average ADR price of $54.14, this
implies total consideration to Alexion shareholders of $39bn or
$175 per share.
Financing
To support the financing of the offer consideration, AstraZeneca
has entered into a new committed $17.5bn bridge-financing facility,
provided by Morgan Stanley, J.P. Morgan Securities plc and Goldman
Sachs. The bridge-financing facility is available for an initial
term of 12 months from the earlier of the date of completion of the
acquisition and 12 December 2021 with up to two six-month
extensions available at the discretion of AstraZeneca. The initial
bridge financing facility is intended to cover the financing of the
cash portion of the acquisition consideration and associated
acquisition costs and to refinance the existing term loan and
revolving credit facilities of Alexion. In due course, AstraZeneca
intends to refinance the initial bridge-financing facility through
a combination of new medium-term bank loan facilities, debt-capital
market issuances and business cash flows.
The acquisition is expected to significantly enhance cash
generation, which will support rapid debt reduction and overall
deleveraging. AstraZeneca remains committed to maintaining a strong
investment-grade credit rating. The dividend policy remains
unchanged with a commitment to a progressive dividend policy;
dividend cover is expected to be materially enhanced as a result of
the acquisition.
Further information on synergies
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.
To realise the total synergies, AstraZeneca expects to incur
one-time cash costs of c.$650m, during the first three years
following completion.
Management and employees
Members of Alexion's current senior management team will lead the
future rare-disease activities. Under the terms of the acquisition
agreement, AstraZeneca has agreed that for 12 months following
closing, it will provide the Alexion employees with the same level
of salary as such employees had before closing, incentive
compensation opportunities that are in the aggregate no less
favourable than those provided before closing and substantially
comparable benefits to those provided before closing.
Governance
The companies will mutually agree on two individuals from the
Alexion board of directors who will join the AstraZeneca board as
directors upon closing of the acquisition.
Closing conditions
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.
The acquisition is a Class 1 transaction for AstraZeneca and as
such, will require the approval of its shareholders to comply with
the UK Listing Rules. A shareholder circular, together with notice
of the relevant shareholder meeting, will be distributed to
shareholders in the first half of 2021. The Alexion proxy statement
is also expected to be published in the first half of
2021.
Subject to the satisfaction of the closing conditions to the
proposed acquisition, the companies expect the acquisition to close
in Q3 2021.
Termination
The acquisition terms provide that Alexion will be liable to pay a
break fee of up to $1.2bn to AstraZeneca in certain specified
circumstances (including a change of Alexion's board recommendation
or completion of an alternative acquisition). 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.
Recommendation
The boards of directors of both Alexion and AstraZeneca have
unanimously approved the proposed acquisition and resolved to
recommend that their respective shareholders vote in favour of
it.
Advisors to AstraZeneca
Evercore Partners International LLP ("Evercore"), and Centerview
Partners UK LLP ("Centerview Partners") are acting as lead
financial advisers. Ondra LLP ("Ondra") are providing advice as
part of their ongoing financial advisory services. Morgan Stanley
& Co. International plc ("Morgan Stanley") and Morgan Stanley
Bank International Limited and J.P. Morgan are acting as financial
advisors and lead debt financing underwriters. Goldman Sachs Bank
USA is acting as lead debt financing underwriter. Morgan Stanley
and Goldman Sachs International are joint corporate brokers.
Evercore is acting as sponsor in relation to the transaction
described in this announcement. Freshfields Bruckhaus Deringer is
acting as legal counsel.
Advisors to Alexion
Bank of America Securities is serving as financial advisor to
Alexion, and Wachtell, Lipton, Rosen & Katz is serving as legal
counsel.
Alexion
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. As a leader in rare diseases for more
than 25 years, Alexion has developed and commercialises two
approved complement inhibitors to treat patients with PNH and
atypical haemolytic uremic syndrome, as well as the first and only
approved complement inhibitor to treat anti-acetylcholine receptor
antibody-positive generalised myasthenia gravis and neuromyelitis
optica spectrum disorder. 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. 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.
Alexion focuses its research efforts on novel molecules and targets
in the complement cascade and its development efforts on
haematology, nephrology, neurology, metabolic disorders,
cardiology, ophthalmology and acute care. Headquartered in Boston,
Massachusetts, Alexion has offices around the globe and serves
patients in more than 50 countries. During 2019, Alexion generated
a total revenue of $5bn and profit before tax of $2.2bn. As of 30
September 2020, Alexion had gross assets of $17.5bn. Alexion's
executive officers are Ludwig Hantson (Chief Executive Officer),
Aradhana Sarin (Chief Financial Officer), Tanisha Carino (Chief
Corporate Affairs Officer), Ellen Chiniara (Chief Legal Officer and
Corporate Secretary), Indrani Franchini (Chief Compliance Officer),
Brian Goff (Chief Commercial and Global Operations Officer), and
John Orloff (Head of Research and Development). This press release
and further information about Alexion can be found
at www.alexion.com.
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. 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. 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. To the fullest extent permitted by applicable
law, each of Evercore, Centerview Partners and Ondra and each of
their respective affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise
have in respect of this announcement or any statement contained
therein.
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. 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.
In connection with such matters, Morgan Stanley and J.P. Morgan
Cazenove, each of their respective affiliates and their respective
directors, officers, employees and agents will not regard any other
person as a client, nor will they be responsible to any other
person for providing the protections afforded to their respective
clients or for providing advice in connection with the contents of
this announcement or any other matter referred to
herein.
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. 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. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Goldman Sachs International and/or Goldman Sachs Bank USA under the
regulatory regime of any jurisdiction where exclusion of liability
under the relevant regulatory regime would be illegal, void or
unenforceable, neither Goldman Sachs International, nor Goldman
Sachs Bank USA, 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 them, or on their behalf, in connection with AstraZeneca or the
matters described in this announcement. To the fullest extent
permitted by applicable law, Goldman Sachs International, Goldman
Sachs Bank USA and each of their respective affiliates accordingly
disclaim all and any responsibility or liability whether arising in
tort, contract or otherwise (save as referred to above) which they
might otherwise have in respect of this announcement or any
statement contained therein.
Important additional information
Neither this announcement nor any copy of it may be taken or
transmitted directly or indirectly into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction. Any failure to comply with this
restriction may constitute a violation of such laws or regulations.
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.
This announcement has been prepared for the purpose of complying
with the applicable law and regulation of the United Kingdom and
the United States and information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of
jurisdictions outside the United Kingdom or the United
States.
In connection with the proposed acquisition, AstraZeneca intends to
file a registration statement on Form F-4 with the SEC, which will
include a document that serves as a prospectus of AstraZeneca and a
proxy statement of Alexion (the "proxy statement/prospectus"),
Alexion intends to file a proxy statement with the SEC (the "proxy
statement") and each party will file other documents regarding the
proposed acquisition with the SEC. Investors and security holders
of Alexion are urged to carefully read the entire registration
statement and proxy statement/prospectus or proxy statement and
other relevant documents filed with the SEC when they become
available because they will contain important information. A proxy
statement/prospectus or a proxy statement will be sent to Alexion's
shareholders. 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.
Participants in the solicitation
Alexion, AstraZeneca and certain of their directors, executive
officers and employees may be deemed participants in the
solicitation of proxies from Alexion shareholders in connection
with the proposed transaction. 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. Information about the directors and
executive officers of Alexion and their ownership of Alexion shares
is set forth in the definitive proxy statement for Alexion's 2020
special meeting of shareholders, as previously filed with the SEC
on March 26, 2020. Free copies of these documents may be obtained
as described in the paragraphs above.
Forward-looking statements
This announcement may include statements that are or may be deemed
to be forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "envisages", "plans",
"projects", "anticipates", "targets", "aims", "expects", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions and
include, but are not limited to the ability of the parties to
consummate the proposed acquisition on a timely basis or at all,
the ability of the parties to satisfy the conditions precedent to
consummation of the proposed acquisition, including the ability to
secure the required regulatory approvals on the terms expected, at
all or in a timely manner, the ability of AstraZeneca to
successfully integrate Alexion's operations, and the ability of
AstraZeneca to implement its plans, forecasts and other
expectations with respect to Alexion's business after the
completion of the proposed acquisition and realise expected
synergies. Economic, competitive, governmental, technological and
other factors that may affect AstraZeneca's and Alexion's
operations are discussed in the section entitled "Risk Factors," in
each of AstraZeneca's Annual Report on Form 20-F for the year ended
31 December 2019, and Alexion's Annual Report on Form 10-K for the
year ended 31 December 2019, in each case as amended by any
subsequent filings made with the SEC. These forward-looking
statements include all matters that are not historical facts and
involve predictions. Forward-looking statements may and often do
differ materially from actual results. Any forward-looking
statements reflect AstraZeneca's and Alexion's current views with
respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to AstraZeneca's or Alexion's results of operations,
financial position, liquidity, prospects, growth or strategies and
the industries in which they operate. Forward-looking statements
speak only as of the date they are made and cannot be relied upon
as a guide to future performance. Save as required by law or
regulation, AstraZeneca and Alexion disclaim any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements in this announcement that may occur due
to any change in their expectations or to reflect events or
circumstances after the date of this announcement.
Nothing in this announcement should be construed as a profit
estimate or profit forecast. 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.
Completion of the proposed acquisition is subject to the
satisfaction of several conditions as more fully described in this
announcement. Consequently, there can be no certainty that the
completion of the proposed acquisition will be
forthcoming.
This announcement is not a prospectus for the purposes of the UK
Prospectus Regulation Rules or the EU Prospectus Regulation. It has
been prepared solely for the proposed acquisition referred to in
this announcement. A circular is expected to be published by
AstraZeneca in connection with the proposed acquisition in due
course.
Certain figures contained in this announcement, including financial
information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform
precisely with the total figure given. 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.
AstraZeneca
AstraZeneca (LSE/STO/Nasdaq: AZN) is a global, science-led
biopharmaceutical company that focuses on the discovery,
development and commercialisation of prescription medicines,
primarily for the treatment of diseases in three therapy areas -
Oncology, Cardiovascular, Renal & Metabolism, and Respiratory
& Immunology. Based in Cambridge, UK, AstraZeneca operates in
over 100 countries and its innovative medicines are used by
millions of patients worldwide. Please
visit astrazeneca.com and
follow the Company on Twitter @AstraZeneca.
AstraZeneca contacts
For details on how to contact the Investor Relations Team, please
click here.
For Media contacts, click here.
Alexion contacts
For Media enquiries, Megan Goulart, +18573388634, and for Investor
Relations, Chris Stevo, +18573389309.
Notes
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.
All Alexion financial information in this announcement is presented
following US GAAP and may be different in the Circular, which will
be prepared under IFRS and AstraZeneca's accounting
policies.
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.
Non-GAAP results, determined in accordance with Alexion's internal
policies, exclude the impact of the following GAAP items:
share-based compensation expense, fair value adjustment of
inventory acquired, amortisation of purchased intangible assets,
changes in fair value of contingent consideration, restructuring
and related expenses, upfront payments related to licenses and
other strategic agreements, acquired in-process research and
development, impairment of purchased intangible assets, gains and
losses related to strategic equity investments, litigation charges,
gain or loss on the sale of a business or asset, gain or loss
related to purchase options, contingent milestone payments
associated with acquisitions of legal entities accounted for as
asset acquisitions, acquisition-related costs and certain
adjustments to income tax expense. These non-GAAP financial
measures are not intended to be considered in isolation or as a
substitute for, or superior to, the financial measures prepared and
presented in accordance with GAAP and should be reviewed in
conjunction with the relevant GAAP financial measures.
Sources of information and bases of calculation
(i)
As at 9 December 2020, there were 218,720,567 Alexion shares
outstanding. The International Securities Identification Number for
the Alexion Shares is US0153511094.
(ii)
Any references to the issued and to be issued ordinary share
capital of Alexion are based on:
●
the 218,720,567 Alexion Shares referred to in paragraph (i) above;
and
●
6,202,972 Alexion Shares which may be issued on or after the date
of this announcement to satisfy the exercise of stock options and
restricted and performance stock awards outstanding under the
Alexion Share Plans, estimated based on the total consideration of
$175 per Alexion share and calculated in accordance with the
Treasury Stock Method.
(iii)
As at 9 December 2020 there were 1,312,660,216 AstraZeneca Ordinary
Shares in issue of which all shares have voting rights
attached.
(iv)
The value placed by the acquisition on the entire issued and to be
issued ordinary share capital of Alexion is to be
calculated:
●
by reference to an equivalent value of $54.14 per AstraZeneca
reference ADS; and
●
on the basis of the issued and to be issued share capital of
Alexion (as set out in paragraph (ii) above).
(vi)
The share capital of the combined Group (being 1,551,562,753) has
been calculated as the sum of:
●
1,312,660,216 AstraZeneca Shares, being the number of AstraZeneca
Shares in issue as at 9 December 2020; and
●
238,902,537 New AstraZeneca Ordinary Shares which would be issued
pursuant to the terms of the acquisition (being 2.1243 New
AstraZeneca ADSs per Alexion Share multiplied by the issued and to
be issued share capital of Alexion as set out in paragraph (ii)
above).
(vii)
The percentage of the share capital of the combined Group that will
be owned by Alexion Shareholders is calculated by dividing the
number of New AstraZeneca Shares to be issued pursuant to the terms
of the acquisition referred to in paragraph (vi) above by the
issued share capital of the combined Group (as set out in paragraph
(vi) above) and multiplying the resulting sum by 100 to product a
percentage.
(viii)
Unless otherwise stated all prices and closing prices for Alexion
Shares and AstraZeneca Shares are derived from
Bloomberg.
(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).
Adrian Kemp
Company Secretary
AstraZeneca PLC
[1] A rare disease is a
disease impacting less than 200,000 patients (as defined in the
US Orphan Drug Act
1983).
[2] EvaluatePharma, World Preview
2020, Outlook to 2026.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date:
14 December
2020
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By: /s/
Adrian Kemp
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Name:
Adrian Kemp
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Title:
Company Secretary
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