CHESHIRE, Conn.--(BUSINESS WIRE)--
Alexion Pharmaceuticals, Inc. (Nasdaq:ALXN) announced today that it has
accepted for exchange all 21,021,124 shares validly tendered into the
previously announced exchange offer by a wholly owned subsidiary of
Alexion to acquire all of the outstanding shares of Synageva BioPharma
Corp. for the agreed consideration of $115.00 in cash and 0.6581 shares
of Alexion common stock for each share of Synageva. The shares accepted
represent approximately 56% of Synageva's outstanding shares.
The exchange offer expired at midnight, 12:00 a.m., New York City time,
at the end of June 19, 2015.
As previously announced, Alexion will acquire the remaining outstanding
shares of Synageva's common stock through a merger of Synageva with and
into a direct wholly owned subsidiary of Alexion, which Alexion expects
to complete prior to the opening of trading on NASDAQ Tuesday, June 23,
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]
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 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. Alexion does not undertake 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 have been amended
and 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").
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150622005320/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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