TIDMAZN
RNS Number : 1749V
AstraZeneca PLC
12 April 2021
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 RECOMMATION 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 TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT HAS BEEN PUBLISHED
TODAY.
12 April 2021 13:00 BST
Publication of Circular and notice of AstraZeneca
General Meeting regarding the acquisition of Alexion
Further to AstraZeneca's announcement that it and Alexion
Pharmaceuticals, Inc. (Alexion) had reached an agreement for the
acquisition of the entire common stock of Alexion (the
Transaction), AstraZeneca announces the publication of a
shareholder circular relating to the Transaction (the Circular).
This has been approved by the UK Financial Conduct Authority
(FCA).
Under UK Listing Rules, the Transaction constitutes a Class 1
transaction and is therefore conditional on, among other things,
the approval by AstraZeneca shareholders by a simple majority of
votes cast. The Circular contains further details on the
Transaction and a notice convening a general meeting of AstraZeneca
to be held at Academy House, 136 Hills Road, Cambridge, CB2 8PA,
United Kingdom, at 11.30 BST on 11 May 2021 (the General Meeting)
to consider and approve the Transaction. In line with UK Government
restrictions relating to public gatherings as of the date of the
Circular, the General Meeting will be a closed meeting, and it will
not be possible for shareholders to attend.
Shareholders are strongly encouraged to vote in advance of the
meeting by appointing the Chairman of the General Meeting as their
proxy. This means the Chairman of the General Meeting will be able
to vote on their behalf, and in accordance with their instructions,
at the General Meeting. Further details on how shareholders can
appoint the Chairman of the General Meeting as their proxy can be
found from page 8 of the Circular.
The Board values the support and engagement of all shareholders,
and on 30 April 2021 at 14.00 BST, the Company will live-broadcast
online a presentation from certain members of the Board.
Shareholders are invited and encouraged to participate in a live
Q&A session in relation to the Transaction as well as the
subject matters of this year's Annual General Meeting, should they
wish to do so. Details about how to access the shareholder
engagement event, and how to ask questions can be found in the
Circular.
In addition to the General Meeting regarding the acquisition of
Alexion, AstraZeneca's Annual General Meeting will also take place
on 11 May 2021. The expected timetable of principal events in
relation to the General Meeting is as follows :
Event Expected date/time
Online shareholder engagement event 30 April 2021 14:00
BST
--------------------
Deadline for lodging forms of proxy/CREST 7 May 2021 11.30
proxy instructions BST
--------------------
Voting record time 7 May 2021 18.30
BST
--------------------
Annual General Meeting 11 May 2021 11.00
BST
--------------------
General Meeting (for the Transaction) 11 May 2021 11.30
BST
--------------------
Closing of the Transaction is subject to approval by Alexion
shareholders, certain regulatory approvals and other customary
closing conditions. Subject to the satisfaction of the closing
conditions to the Transaction, the Company expects the Transaction
to close in Q3 2021.
Availability of the circular
The Circular, which contains the notice of general meeting, will
be made available on AstraZeneca's website at:
https://www.astrazeneca.com/content/dam/az/PDF/2021/gm/Shareholders_Circular.pdf.
Copies of certain other documents in relation to the Transaction
will also be made available on AstraZeneca's website at:
https://www.astrazeneca.com/investor-relations/astrazeneca-to-acquire-alexion.html.
A copy of the Circular will also be submitted to the National
Storage Mechanism, where it will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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 and 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.
Adrian Kemp
Company Secretary
AstraZeneca PLC
Important additional information
In connection with the Transaction, AstraZeneca has filed a
registration statement on Form F-4 with the SEC (the Registration
Statement), which has been (or will be) declared effective by the
United States Securities and Exchange Commission on or around the
date of this announcement, and which includes 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) on or around the
date of this announcement and each party will file other documents
regarding the Transaction 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.
The definitive proxy statement/prospectus or a definitive 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.
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 .
Participants in the solicitation
AstraZeneca, Alexion 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 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
Transaction, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in the
proxy statement/prospectus or proxy statement filed with the SEC on
or around the date of this announcement. Information about the
directors and executive officers of Alexion and their ownership of
Alexion shares is set forth in Alexion's Annual Report on Form
10-K/A, as previously filed with the SEC on 16 February 2021. Free
copies of these documents may be obtained as described in the
paragraphs above.
Important notices relating to financial advisors
Evercore Partners International LLP (Evercore), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for AstraZeneca and no one else in connection
with the Transaction and the matters referred to in this
announcement and the Circular and will not regard any other person
as a client in relation to the matters set out in this announcement
and the Circular (whether or not a recipient of this announcement
and/or the Circular) and will not be responsible to anyone other
than AstraZeneca for providing the protections afforded to its
clients, nor for providing advice in relation to the Transaction or
any other matter referred to in this announcement or the Circular.
Neither Evercore nor any of its 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 in this announcement or the Circular or otherwise. Apart
from the responsibilities and liabilities, if any, which may be
imposed on Evercore 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 nor any of its affiliates
accepts any responsibility or liability whatsoever for the contents
of this announcement or the Circular, 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 and/or the
Circular, including their accuracy, fairness, sufficiency,
completeness or verification of any statement contained in this
announcement and/or the Circular or any other statement made or
purported to be made by it, or on its behalf, in connection with
AstraZeneca or the matters described in announcement and/or the
Circular, and nothing in this announcement and/or the Circular is,
or shall be relied upon as, a promise or representation in this
respect, whether as to the past or the future. To the fullest
extent permitted by applicable law, each of Evercore and its
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 and/or the Circular or any statement contained in
this announcement and/or the Circular.
Centerview Partners UK LLP (Centerview Partners), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for AstraZeneca and no one else in connection
with the Transaction and the matters referred to in this
announcement and the Circular and will not regard any other person
as a client in relation to the matters set out in this announcement
and the Circular (whether or not a recipient of this announcement
and/or the Circular) and will not be responsible to anyone other
than AstraZeneca for providing the protections afforded to its
clients, nor for providing advice in relation to the Transaction or
any other matter referred to in this announcement or the Circular.
Neither Centerview Partners nor any of its 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 in this announcement or the Circular or
otherwise. Apart from the responsibilities and liabilities, if any,
which may be imposed on Centerview Partners by the 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 Centerview Partners nor any of its affiliates accepts any
responsibility or liability whatsoever for the contents of this
announcement or the Circular, 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 and/or the Circular,
including their accuracy, fairness, sufficiency, completeness or
verification of any statement contained in this announcement and/or
the Circular or 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 and/or the Circular, and nothing in
this announcement and/or the Circular is, or shall be relied upon
as, a promise or representation in this respect, whether as to the
past or the future. To the fullest extent permitted by applicable
law, each of Centerview Partners and its 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 and/or the
Circular or any statement contained in this announcement and/or the
Circular.
Forward-looking statements
This announcement and the Circular 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 Transaction
on a timely basis or at all, the ability of the parties to satisfy
the conditions precedent to consummation of the Transaction,
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 Circular 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
Circular; 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 Transaction; 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
COVID-19 global pandemic; the risk that a condition to the closing
of the Transaction may not be satisfied, or that a regulatory
approval that may be required for the Transaction 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 Transaction, 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
Transaction-related issues or that disruption from the Transaction
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 or the Circular
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.
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