a7959a
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 June 2021
Commission
File Number: 001-11960
AstraZeneca PLC
1
Francis Crick Avenue
Cambridge
Biomedical Campus
Cambridge
CB2 0AA
United
Kingdom
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AstraZeneca PLC
INDEX
TO EXHIBITS
1.
AstraZeneca appoints new Chief Financial Officer
4 June 2021 07:00 BST
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 UK AND EU PROSPECTUS REGULATIONS. 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.
AstraZeneca appoints Aradhana Sarin as new Chief Financial
Officer
Marc Dunoyer to retire from the Board and take up a new senior
executive role with the Company
AstraZeneca PLC announced today that the Board has appointed
Aradhana Sarin as an Executive Director and Chief Financial
Officer, conditional upon closing of AstraZeneca's acquisition of
Alexion Pharmaceuticals, Inc. (Closing) and effective on the later
of 1 August 2021 or the date of Closing, which is expected to take
place in the third quarter of 2021, subject to receipt of certain
regulatory approvals.
Dr. Sarin is currently Executive Vice-President, Chief Financial
Officer of Alexion. Further biographical details are set out
below. Dr. Sarin will relocate from the US and be based in
the UK. She will report to AstraZeneca's Chief Executive
Officer, Pascal Soriot.
Dr. Sarin will succeed Marc Dunoyer who will step down as CFO and
retire from AstraZeneca's Board, conditional upon Closing, on the
later of 1 August 2021 or the date of Closing, having served as CFO
for over seven years.
Conditional upon Closing and effective the same date as his
retirement from AstraZeneca's Board, Mr. Dunoyer will become Chief
Executive Officer, Alexion and Chief Strategy Officer,
AstraZeneca. He will continue to report to Mr. Soriot and
will remain a member of AstraZeneca's Senior Executive
Team.
Leif Johansson, Chairman of AstraZeneca said "On behalf of the
Board, I'd like to thank Marc for his significant contribution to
AstraZeneca's success since he joined us in 2013. We're
pleased he's staying with the Company, taking on a new senior
executive role and look forward to continuing to work with
him.
"In Aradhana Sarin, we've appointed a talented successor to Marc as
an Executive Director and CFO. The Board warmly welcomes her
to AstraZeneca."
Pascal Soriot, Chief Executive Officer of AstraZeneca said "I'd
like to pay tribute to Marc for his tremendous achievements since
he joined our company, and thank him personally for his outstanding
support these past years. I'm looking forward to working with
him in his new role as CEO, Alexion, the Rare Disease Unit of
AstraZeneca, and to his continued strategic input to AstraZeneca's
success. I'm delighted Aradhana has agreed to become
AstraZeneca's next CFO and I look forward to working with her as
the Company embarks on the next stage of its journey."
Biographical details - Aradhana Sarin
Dr. Aradhana Sarin is currently Chief Financial Officer at
Alexion. She joined Alexion in November 2017, serving as
Chief Business and Strategy Officer prior to becoming Chief
Financial Officer. She has more than 20 years of professional
experience spanning operating roles at Alexion and advisory roles
at global financial institutions, gaining extensive knowledge of
global healthcare systems, capital markets and strategic
transactions.
Prior to joining Alexion, Dr. Sarin was Managing Director,
Healthcare Corporate & Investment Banking, Citi Global Banking
in New York where she advised clients in the life sciences and
biopharmaceutical sectors. Before that, she was Managing
Director, Healthcare Investment Banking, UBS, in New York and San
Francisco and worked at JP Morgan in New York in the M&A
Advisory and Healthcare groups.
Prior to her banking career, Dr. Sarin trained as a medical doctor
in India and spent two years practising in both India and
Africa. She completed her medical training (M.B.B.S.) at the
University of Delhi in India and received her MBA from Stanford
Business School in the US.
From 2018 to 2020, Dr. Sarin was a member of the board of OraSure
Technologies, Inc., serving as Chairman of the Audit Committee and
a member of the Nominating and Corporate Governance
Committee.
Background notes - Marc Dunoyer
Marc Dunoyer joined AstraZeneca in 2013, initially serving as
Executive Vice-President, Global Product and Portfolio
Strategy. In November 2013, he was appointed as an Executive
Director and Chief Financial Officer. His career in the
pharmaceutical industry has included periods with Roussel Uclaf,
Hoechst Marion Roussel and GlaxoSmithKline. Immediately prior
to joining AstraZeneca, Mr. Dunoyer was Global Head of Rare
Diseases at GSK and (concurrently) Chairman, GSK Japan. He is
a member of the Board of Directors of Orchard
Therapeutics.
In his new role as CEO, Alexion, Mr. Dunoyer will lead the Rare
Disease Unit of AstraZeneca, and develop Alexion's strategic
direction, focusing on delivery of strong commercial growth,
sharing Alexion's expertise in complement biology across the
AstraZeneca group to explore its further application in immunology
and other fields of medicine, identifying new rare disease
medicines leveraging AstraZeneca's technologies such as CRISPR and
releasing the expected pre-tax synergies as a result of the
acquisition. In his new role as Chief Strategy Officer,
AstraZeneca, Mr. Dunoyer will continue his strong partnership with
Mr. Soriot, with a focus on strategic matters in relation to the
AstraZeneca group and the effective communication of AstraZeneca's
business strategy and its execution to the investment
community. Mr. Dunoyer will also continue with his
responsibility as Chairman, AstraZeneca Japan.
Remuneration summary - Aradhana Sarin
A summary of the remuneration arrangements for Dr. Sarin, which are
in line with AstraZeneca's Remuneration Policy approved at the 2021
Annual General Meeting, is set out below. Further details
will be disclosed in the usual way in AstraZeneca's Annual Report
and Form 20-F Information 2021.
Base salary:
£850,000 per annum.
Short-term incentive:
Maximum opportunity of 200% of base salary (100% on-target), with
50% of any bonus awarded deferred into AstraZeneca shares for three
years.
Long-term incentive (AstraZeneca Performance Share
Plan):
Maximum annual award of 450% of base salary in the form of
performance shares, which are subject to performance targets
measured over a three-year performance period. Awards vest
after a subsequent two-year holding period, on the fifth
anniversary of grant.
Pension allowance:
11% of base salary, in line with the wider UK
workforce.
Shareholding requirement:
450% of base salary to be built up within five years of
appointment, including a requirement to continue to hold the full
450% of base salary for two years post-cessation of
employment.
Compensation for forfeiture of severance rights at
Alexion:
Dr. Sarin's current employment contract with Alexion includes an
entitlement to cash severance arrangements, which would be
triggered at the date of Closing. In order to secure Dr.
Sarin's services and compensate her for the forfeiture of these
contractual entitlements, an award of £2,015,540 will be made
to her, 50% in cash and 50% in restricted shares, at the date of
her appointment. The cash element will be subject to
repayment in the case of her voluntary cessation of employment with
AstraZeneca within 18 months of appointment. The restricted
shares will vest 18 months after her appointment and will lapse in
the case of her voluntary cessation of employment prior to
vesting.
Conversion of existing Alexion equity awards:
Dr. Sarin's existing equity-based incentive awards will be
converted from Alexion to AstraZeneca shares in the form of
restricted stock at the date of Closing. These shares will
vest over time and do not form part of her ongoing remuneration as
AstraZeneca's Chief Financial Officer because they relate to her
prior employment as Executive Vice-President, Chief Financial
Officer of Alexion.
Remuneration summary - Marc Dunoyer
Mr. Dunoyer will remain an employee of AstraZeneca and therefore
his in-flight incentive awards will continue to run their
course. He will not receive any payments in respect of his
retirement from the Board. His remuneration for qualifying
services as an Executive Director during 2021 will be disclosed in
the usual way in AstraZeneca's Annual Report and Form 20-F
Information 2021.
No disclosure obligations arise under paragraphs (1) to (6) of LR
9.6.13 R of the Financial Conduct Authority's Listing Rules in
respect of Aradhana Sarin's appointment as a Director.
Important additional information
In connection with AstraZeneca's proposed acquisition of Alexion
(the Acquisition), AstraZeneca filed a registration statement on
Form F-4 with the SEC on 12 April 2021 (the Registration
Statement), which has been declared effective by the United States
Securities and Exchange Commission, and which includes a document
that serves as a prospectus of AstraZeneca and a proxy statement of
Alexion (the proxy statement/prospectus), Alexion filed a proxy
statement with the SEC (the proxy statement) on 12 April 2021 and
each party will file other documents regarding the 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. Investors and security
holders may 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.
The documents filed by AstraZeneca with the SEC may be obtained
free of charge at the SEC's website at www.sec.gov.
These documents may also be obtained free of charge on
AstraZeneca's website at http://www.astrazeneca.com under
the tab "Investors". The documents filed by Alexion with the SEC
may be obtained free of charge at the SEC's website
at www.sec.gov.
These documents may also be obtained free of charge on Alexion's
internet website at http://www.alexion.com under
the tab, "Investors" and under the heading "SEC Filings" or by
contacting Alexion's Investor Relations Department
at investorrelations@alexion.com.
Forward-looking statements
This announcement contains certain forward-looking statements with
respect to the operations, performance and financial condition of
the AstraZeneca Group, including, among other things, statements
about expected revenues, margins, earnings per share or other
financial or other measures, as well as the ability of the parties
to consummate the Acquisition on a timely basis or at all, the
ability of the parties to satisfy the conditions precedent to
consummation of the 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 Completion and realise expected
synergies. Although the AstraZeneca Group believes its expectations
are based on reasonable assumptions, any forward-looking
statements, by their very nature, involve risks and uncertainties
and may be influenced by factors that could cause actual outcomes
and results to be materially different from those predicted. The
forward-looking statements reflect knowledge and information
available at the date of preparation of this announcement and the
AstraZeneca Group undertakes no obligation to update these
forward-looking statements. The AstraZeneca Group identifies the
forward-looking statements by using the words 'anticipates',
'believes', 'expects', 'intends' and similar expressions in such
statements. Important factors that could cause actual results to
differ materially from those contained in forward-looking
statements, certain of which are beyond the AstraZeneca Group's
control, include, among other things: the risks set out in Part II
(Risk Factors) of the AstraZeneca shareholder circular published on
12 April 2021; failure or delay in delivery of pipeline or launch
of new medicines; failure to meet regulatory or ethical
requirements for medicine development or approval; failure to
obtain, defend and enforce effective intellectual property (IP)
protection and IP challenges by third parties; competitive
pressures including expiry or loss of IP rights, and generic
competition; price controls and reductions; economic, regulatory
and political pressures; uncertainty and volatility in relation to
the UK's exit from the EU; failures or delays in the quality or
execution of commercial strategies; failure to maintain supply of
compliant, quality medicines; illegal trade in medicines; reliance
on third-party goods and services; failure in information
technology, data protection or cybercrime; failure of critical
processes; uncertainty of expected gains from productivity
initiatives; failure to attract, develop, engage and retain a
diverse, talented and capable workforce, including following
Completion; failure to adhere to applicable laws, rules and
regulations; the safety and efficacy of marketed medicines being
questioned; adverse outcome of litigation and/or governmental
investigations, including relating to the Acquisition; failure to
adhere to increasingly stringent anti-bribery and anti-corruption
legislation; failure to achieve strategic plans or meet targets or
expectations; failure in financial control or the occurrence of
fraud; unexpected deterioration in AstraZeneca's or Alexion's
financial position; the impact that the COVID-19 global pandemic
may have or continue to have on these risks, on AstraZeneca's
ability to continue to mitigate these risks, and on AstraZeneca's
operations, financial results or financial condition; the risk that
a condition to the closing of the Acquisition may not be satisfied,
or that a regulatory approval that may be required for the
Acquisition is delayed or is obtained subject to conditions that
are not anticipated; the risk that AstraZeneca is unable to achieve
the synergies and value creation contemplated by the Acquisition,
or that AstraZeneca is unable to promptly and effectively integrate
Alexion's businesses; and the risk that management's time and
attention are diverted on Acquisition-related issues or that
disruption from the Acquisition makes it more difficult to maintain
business, contractual and operational relationships.
Neither AstraZeneca nor any of its associates or directors,
officers or advisers provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Listing Rules,
the Disclosure and Transparency Rules and the Prospectus Regulation
Rules of the FCA), AstraZeneca is under no obligation, and
AstraZeneca expressly disclaims any intention or obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or
otherwise.
AstraZeneca
AstraZeneca (LSE/STO/Nasdaq: AZN) is a global, science-led
biopharmaceutical company that focuses on the discovery,
development and commercialisation of prescription medicines in
Oncology and BioPharmaceuticals, including 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.
Contacts
For details on how to contact the Investor Relations Team, please
click here.
For Media contacts, click here.
Adrian Kemp
Company Secretary
AstraZeneca PLC
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:
04 June
2021
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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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