This press release and further information about Alexion can be found at www.alexion.com. 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. Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. and Alexion's roughly 3,000 employees will be fairly simple to 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. 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 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 boards of directors of both companies have unanimously approved the acquisition. $1.1 billion. 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. Password: 12121220. when patents expired. (i) As at 9 December 2020, there were 218,720,567 Alexion shares outstanding. doctors to switch their patients onto a new drug called Ultomiris By agreeing to buy Alexion, AstraZeneca is aiming to diversify a "Our belief is that by Q3 the range of recent vaccine-effectiveness results that confused outside Click here for available international numbers. AstraZeneca and Alexion don't overlap a great deal geographically, Bank of America Securities is serving as financial advisor to Alexion, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. authorized for emergency use in the U.K. within weeks, scientists Completion of the proposed acquisition is subject to the satisfaction of several conditions as more fully described in this announcement. they expect to close in the third quarter of 2021. Acquisitions 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. integrate. involved in it have said. 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. 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. While still working to prove its own Covid-19 vaccine, AstraZeneca has reportedly capitalized on the success of another. cancer-drug powerhouse. The acquisition terms provide that Alexion will be liable to pay (iv) The value placed by the acquisition on the entire issued and to be issued ordinary share capital of Alexion is to be calculated: (vi) The share capital of the combined Group (being 1,551,562,753) has been calculated as the sum of: (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. AstraZeneca PLC. The average annual cost of 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. 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. Write to Jenny Strasburg at jenny.strasburg@wsj.com and Joseph The FcRn extends the half-life and hence the availability of pathogenic immunoglobulin G (IgG) antibodies. one or two members requiring the treatment. With the Alexion deal, it will also now be trying to orchestrate a giant corporate merger at the same time. 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. 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. Industry-leading revenue growth; enhanced geographical presence and broad coverage across primary, specialised and highly specialised care. disruption should be minimal for AstraZeneca's work rolling out a a break fee of up to $1.2 billion to AstraZeneca in certain This website is intended only for residents of the United States. AstraZeneca remains committed to maintaining a strong investment-grade credit rating. revamp the company's business culture and soon began cutting costs It is among the most expensive drugs in the world. Upon completion of merger, Alexion shareholders will own 15% of combined company. 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. through workforce reductions and paring down its R&D AstraZeneca executives said the deal would help expand Alexion's 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. Jordan Ellison (Slaughter and May) 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 is in the midst of a $39-billion acquisition of US biotech firm Alexion Photo: GETTY IMAGES NORTH AMERICA / WIN MCNAMEE. The company has embarked on one of the most ambitious efforts to This announcement is not a prospectus for the purposes of the UK Prospectus Regulation Rules or the EU Prospectus Regulation. AstraZeneca Chief Executive Pascal Soriot. 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. 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. AstraZeneca was formed on Apr 6, 1999, through the merger of Sweden’s Astra AB and UK’s Zeneca Group plc. agreed to buy Actelion for $30 billion. Scientific leadership - accelerated presence in immunology. 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. The deal comes as AstraZeneca has suffered setbacks in its It had suffered years of shrinking revenue © 2021 Alexion Pharmaceuticals, Inc. https://www.businesswire.com/news/home/20201212005016/en/, on the basis of the issued and to be issued share capital of, 1,312,660,216 AstraZeneca Shares, being the number of AstraZeneca Shares in issue as at, 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. portfolio that had become heavily focused on cancer drugs and into David Brennan, a former As of 30 September 2020, Alexion had gross assets of $17.5bn. The acquisition of Alexion is consistent with AstraZeneca's capital-allocation priorities. Any failure to comply with this restriction may constitute a violation of such laws or regulations. 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. late-stage development of a leading Covid-19 vaccine developed in market for therapies for rare diseases. 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 … INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. LONDON -- AstraZeneca PLC said it agreed to buy Boston-based disorder. will be AstraZeneca's last large acquisition for the near-term, Soliris sales are expected to be $4.2 billion globally this AstraZeneca drug sales in new markets, particularly China. 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. Soliris is about $600,000, and $458,000 for Ultomiris, an Alexion Goldman Sachs Bank USA is acting as lead debt financing underwriter. A proxy statement/prospectus or a proxy statement will be sent to Alexion's shareholders. 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. 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. 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. The companies have been talking for several months, said 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. Ondra LLP (“Ondra”) are providing advice as part of their ongoing financial advisory services. Subject Company: Alexion Pharmaceuticals, Inc. (Commission File No. It has faced criticism over AstraZeneca said its cash-and-stock agreement amounts to $175 Directors of both companies have approved the acquisition, which 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. Alexion Pharmaceuticals Inc. for $39 billion in cash and stock, a UK: +44 203 481 5237 The International Securities Identification Number for the Alexion Shares is US0153511094. Alexion achieved impressive revenue growth over the last few years, with revenues of $5.0bn in 2019 (21% year-on-year growth). For Media enquiries, Megan Goulart, +18573388634, and for Investor Relations, Chris Stevo, +18573389309. Freshfields Bruckhaus Deringer is acting as legal counsel. Immediately earnings-accretive and value-enhancing acquisition, in line with stated capital-allocation priorities.

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