a0164g
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 July 2021
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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to the Commission pursuant to Rule 12g3-2(b) under the Securities
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AstraZeneca PLC
INDEX
TO EXHIBITS
1.
Acquisition
of Alexion completed
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.
21 July 2021 13:45 BST
Acquisition of Alexion completed
AstraZeneca today completed the acquisition of Alexion
Pharmaceuticals, Inc. (Alexion). The closing of the acquisition
marks the Company's entry into medicines for rare diseases and the
beginning of a new chapter for AstraZeneca.
AstraZeneca now has an enhanced scientific presence in immunology
and, through Alexion's innovative complement-biology platform and
robust pipeline, will continue to pioneer the discovery and
development of medicines for patients with
rare diseases. Rare diseases represent a significant
unmet medical need and becomes a high-growth opportunity for the
Company.
Pascal Soriot, Chief Executive Officer, said: "Today we welcome our
new colleagues from Alexion to AstraZeneca and begin a new chapter
that will augment our growth for years to come. Our sustained
R&D investment in oncology, cardiovascular and renal, as well
as respiratory and immunology, has powered AstraZeneca's
transformation and now we add rare diseases, where fewer approved
treatment options exist."
Marc Dunoyer, incoming Chief Executive Officer, Alexion and Chief
Financial Officer, AstraZeneca, said: "I am delighted to be working
alongside my new colleagues at Alexion where we will continue to
discover, develop and deliver medicines that change the lives of
people suffering from rare diseases. We look forward to also
applying Alexion's complement-biology platform across areas of
AstraZeneca's broader early stage pipeline and, significantly, to
the extraordinary opportunity to extend existing and future rare
disease medicines to patients in many countries where AstraZeneca
already has a strong presence."
Financial considerations
The total consideration paid to the Alexion shareholders was
approximately $13.3bn in cash and 236,321,411 new AstraZeneca
shares (approximately 94% of which will be represented by new
AstraZeneca American Depositary Shares (ADSs)).
Admission of the new AstraZeneca shares issued to Alexion
shareholders to listing on the premium listing segment of the
official list of the Financial Conduct Authority (FCA) and to the
trading on the London Stock Exchange's main market for listed
securities has been approved and will be effective at 08:00 BST on
22 July 2021. Trading of the new AstraZeneca shares on Nasdaq
Stockholm is expected to commence on 22 July 2021. Trading of the
new AstraZeneca ADSs on the Nasdaq Stock Market will commence at
09:30 EDT on 22 July 2021. The Alexion shares will be delisted from
the Nasdaq Stock Market and Alexion will terminate its registration
under the U.S. Securities Exchange Act of 1934 as soon as
practicable following completion of the acquisition.
As a result of completion, the issued share capital of AstraZeneca
PLC with voting rights is 1,549,116,129 ordinary shares of
$0.25. No shares are held in Treasury. Therefore, the total number
of voting rights in AstraZeneca PLC is 1,549,116,129.
The above figure for the total number of voting rights may be
used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, AstraZeneca PLC
under the FCA's Disclosure and Transparency Rules.
AstraZeneca anticipates providing updated 2021 financial guidance
for the new, combined entity in due course. Consolidation of
Alexion will start from the closing of the transaction and the
first quarter of consolidated financial reporting is expected to be
the third quarter of 2021 due for announcement on Friday 12
November 2021.
Rare diseases
Over 7,000 rare diseases are known today, and only approximately 5%
have treatments approved by the US Food and Drug
Administration.1 Demand
in medicines for rare diseases is forecasted to grow by a low
double-digit percentage in the future.2
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 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
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, Rare Diseases 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.
References
1. In the US, a rare disease impacts less than 200,000 patients (as
defined in the US Orphan Drug Act 1983).
2. EvaluatePharma, World Preview 2020, Outlook to
2026.
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:
21 July 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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