CHESHIRE, Conn. & LEXINGTON, Mass.--(BUSINESS WIRE)--
Alexion Pharmaceuticals, Inc. (Nasdaq:ALXN) and Synageva BioPharma Corp.
(Nasdaq:GEVA) today announced that the U.S. Federal Trade Commission
(FTC) has granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) with
respect to Alexion's pending acquisition of Synageva. The waiting period
was scheduled to expire on June 15, 2015.
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As previously announced on May 6, 2015, Alexion and Synageva entered
into a definitive agreement pursuant to which Alexion would acquire
Synageva for consideration of $115 in cash and 0.6581 Alexion shares,
for each share of Synageva, implying a total per share value of $230
based on the nine day volume-weighted average closing price of Alexion
stock through May 5, 2015. Termination of the HSR Act waiting period
satisfies one of the conditions to closing of the proposed transaction.
The closing of the transaction remains subject to other customary
closing conditions, including the effectiveness of Alexion's
Registration Statement on Form S-4, which was initially filed with the
SEC on May 22, 2015, and the tender of a majority of the outstanding
shares of Synageva common stock. Subject to the satisfaction of the
other conditions to closing, the transaction is expected to close in
mid-2015.
About Alexion
Alexion is a biopharmaceutical company focused on serving patients with
severe and rare disorders through the innovation, development and
commercialization of life-transforming therapeutic products. Alexion is
the global leader in complement inhibition and has developed and markets
Soliris® (eculizumab) as a treatment for patients with PNH and aHUS, two
debilitating, ultra-rare and life-threatening disorders caused by
chronic uncontrolled complement activation. Soliris is currently
approved in nearly 50 countries for the treatment of PNH, and in nearly
40 countries for the treatment of aHUS. Alexion is evaluating other
potential indications for Soliris in additional severe and rare
disorders beyond PNH and aHUS, and is developing other highly innovative
biotechnology product candidates across multiple therapeutic areas. This
press release and further information about Alexion can be found at www.alexion.com.
[ALXN-G]
About Synageva
Synageva is a biopharmaceutical company focused on the discovery,
development, and commercialization of therapeutic products for patients
with rare diseases. The company's pipeline consists of protein
therapeutic programs for rare diseases with unmet medical need which are
currently at various stages of development. The company is planning for
a global launch of Kanuma for the treatment of LAL Deficiency and is
dosing patients in a Phase 1/2 trial with its second, first-mover
program, SBC-103 for MPS IIIB. The company's third, first-mover program,
SBC-105, is an enzyme replacement therapy in preclinical development for
disorders of calcification. In addition to these first-mover programs,
the pipeline also consists of opportunities that leverage the company's
manufacturing platform and other capabilities to create potentially
bio-superior treatments for patient populations where there is still
unmet medical need. The company has recently produced enzymes targeting
Hunter syndrome, Fabry disease and Pompe disease with expression levels
and activity that support further preclinical development.
Forward-Looking Statements
This communication includes statements that may be forward-looking
statements. The words "believe," "expect," "anticipate," "project" and
similar expressions, among others, generally identify forward-looking
statements. Alexion and Synageva caution that these forward-looking
statements are subject to risks and uncertainties that may cause actual
results to differ materially from those indicated in the forward-looking
statements. Such risks and uncertainties include, but are not limited
to, the likelihood that the transaction is consummated on a timely basis
or at all, including whether the conditions required to complete the
transaction will be met, realization of the expected benefits of the
transaction, challenges to intellectual property, competition from other
products, difficulties inherent in the research and development process,
adverse litigation or government action and changes to laws and
regulations applicable to our industry, status of our ongoing clinical
trials, commencement dates for new clinical trials, clinical trial
results, decisions and the timing of decisions of regulatory authorities
regarding marketing approval or material limitations on the marketing of
our approved products or any future approved products, delays or
interruptions in manufacturing or commercial operations including due to
actions of regulatory authorities or otherwise, the possibility that
results of clinical trials in approved and investigational indications
are not predictive of safety and efficacy in broader patient
populations, the adequacy of our pharmacovigilance and drug safety
reporting processes, the risk that acquisitions will not result in the
anticipated clinical milestones or long-term commercial results, the
risk that initial results of commercialization in approved indications
are not predictive of future performance, risks involving the ability to
license necessary intellectual property on reasonable terms or at all,
the risk that third party payors, public or private, will not reimburse
for the use of Soliris, Strensiq (asfotase alfa) or Kanuma (sebelipase
alfa), or any future products at acceptable rates or at all, risks
regarding estimates of the ultimate size of various patient populations,
risks relating to foreign currency fluctuations, exposures to additional
tax liabilities, and a variety of other risks. Additional information
about the economic, competitive, governmental, technological and other
factors that may affect the companies' operations is set forth, in the
case of Alexion, in Item 1.A, "Risk Factors," in Alexion's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2015, which has been
filed with the Securities and Exchange Commission (the "SEC") and, in
the case of Synageva, in Item 1.A, "Risk Factors," in Synageva's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2015,
which has been filed with the SEC. Neither Alexion nor Synageva
undertakes any obligation to release publicly any revisions to
forward-looking statements as a result of subsequent events or
developments, except as required by law.
Additional Information and Where to Find It
This communication does not constitute an offer to purchase, or a
solicitation of an offer to sell, shares of common stock of Alexion, nor
is it a substitute for the Registration Statement on Form S-4 and tender
offer materials that Alexion filed with the Securities and Exchange
Commission ("SEC") on May 22, 2015, which materials may be amended in
the future.
Investors and security holders of Synageva are urged to read the
tender offer statement on Schedule TO, filed on May 22, 2015 (as may be
amended, the "Schedule TO"), the Registration Statement on Form S-4, as
filed on May 22, 2015 (as may be amended, the "Registration Statement"),
and the solicitation/recommendation statement filed by Synageva on
Schedule 14D-9, filed on May 22, 2015 (as may be amended, the "Schedule
14D-9"). The tender offer materials (including an offer to
purchase, letter of transmittal and related tender offer documents), the
Registration Statement and the Schedule 14D-9 contain important
information which should be read carefully before any decisions are made
with respect to the offer by an affiliate of Alexion to purchase all of
the outstanding shares of common stock of Synageva.
In addition to the Schedule TO, the Registration Statement and the
Schedule 14D-9 described above, each of Alexion and Synageva files
annual, quarterly and current reports and other information with the SEC.
You may read and copy any reports or other such filed information at
the SEC public reference room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Alexion's and
Synageva's filings with the SEC, including the Schedule TO, the
Registration Statement and the Schedule 14D-9 are also available to the
public from commercial document-retrieval services and at the website
maintained by the SEC at http://www.sec.gov.
Free copies of the exchange offer materials may also be obtained for
free by contacting Alexion's investor relations department at
203-699-7722 or Synageva's investor relations department at 781-357-9947
or by contacting Georgeson, the information agent for the offer, at
(888) 206-0860 or at SynagevaExchange@georgeson.com.
Under certain circumstances described in the definitive transaction
documents, the parties may determine to instead to terminate the offer
and effect the transaction through a merger requiring the vote of
Synageva stockholders, in which case the relevant documents to be filed
with the SEC will include a separate registration statement on Form S-4
filed by Alexion that will serve as a prospectus for Alexion shares to
be issued as consideration in the merger and as a proxy statement for
the solicitation of votes of Synageva stockholders to approve the merger.
Synageva stockholders are urged to read these documents carefully and
in their entirety if and when they become available before voting on the
transaction. If the exchange offer is terminated and the parties
seek to effect the transaction by merger only, in which case, the
approval of Synageva stockholders must be obtained, Alexion, Synageva
and their respective directors and executive officers may be deemed to
be participants in any such solicitation of proxies from Synageva's
stockholders in connection with the proposed transaction. Information
regarding Alexion's directors and executive officers is available in its
proxy statement for its 2015 annual meeting of stockholders, which was
filed with the SEC on April 8, 2015; information regarding Synageva's
directors and executive officers is available in its proxy statement for
its 2015 annual meeting of stockholders, which was filed with the SEC on
April 28, 2015. Other information regarding potential
participants in any such proxy solicitation will be contained in any
proxy statement filed in connection with the transaction. Neither
Alexion nor Synageva is soliciting proxies at this time.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150529006087/en/
Alexion Pharmaceuticals, Inc.
Media
Irving Adler, 203-271-8210
Vice
President, Corporate Communications
or
Kim Diamond,
203-439-9600
Executive Director, Corporate Communications
or
Investors
Elena
Ridloff, CFA, 203-699-7722
Executive Director, Investor Relations
Source: Alexion Pharmaceuticals, Inc.
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