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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Alexion Pharmaceuticals    ALXN


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10/21/2019 | 05:30pm EST

Item 8.01. Other Events. As previously disclosed, on October 15, 2019, Alexion Pharmaceuticals, Inc. ("Alexion") and Achillion Pharmaceuticals, Inc. ("Achillion") entered into an Agreement and Plan of Merger, pursuant to which, among other things, upon the terms and subject to the conditions thereof, a subsidiary of Alexion will merge with and into Achillion, with Achillion surviving as a wholly owned subsidiary of Alexion. On October 21, 2019, Alexion made available to employees of Achillion the presentation filed as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Forward Looking Statements The information contained in this document is as of October 21, 2019. Alexion assumes no obligation to update forward-looking statements contained in this document as the result of new information or future events or developments. This document contains forward-looking information related to Alexion, Achillion and the proposed acquisition of Achillion by Alexion that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this document include, among other things, statements about the potential benefits of the proposed acquisition, the anticipated contractual contingent value right payment, earnings dilution and accretion, and growth, Alexion's and Achillion's plans, objectives, expectations and intentions, the financial condition, results of operations and business of Alexion and Achillion, Achillion's product pipeline and portfolio assets, the ability to achieve certain milestones that trigger the contractual contingent value right payment, and the anticipated timing of closing of the proposed acquisition. Risks and uncertainties include, among other things, risks related to the fact that the proposed acquisition may not be completed due to Achillion's or Alexion's failure to satisfy or waive the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to whether Achillion's stockholders will approve the Merger and the possibility that the acquisition does not close; the possibility that competing offers may be made; risks related to obtaining the requisite consents to the acquisition, including, without limitation, the timing (including possible delays) and receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals and the risk that one or more governmental entities may deny approval); the risk that the businesses will not be integrated successfully; disruption from the transaction making it more difficult to maintain business and operational relationships; negative effects of the announcement or the consummation of the proposed acquisition on the market price of Alexion's common stock, Alexion's credit ratings and/or Alexion's operating results; significant transaction costs or unexpected expenses; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition; other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies, including government-mandated price decreases of Alexion's products; future business combinations or disposals; the uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; the potential benefits of factor D inhibition as a treatment for complement-mediated diseases, including danicopan (ACH-4471) for paroxysmal nocturnal hemoglobinuria and C3glomerulopathy (C3G); the potential benefits of, and indications for, Achillion's compounds that inhibit factor D, including danicopan and ACH-5228; the status of enrollment in Achillion's ongoing clinical trials; Achillion's expectations regarding the advancement of, and timeline for reporting results from, clinical trials of its product candidates (including danicopan and ACH-5228) as well as its ability to advance additional compounds; the possibility that results of clinical trials are not predictive of safety and efficacy results of products in broader patient populations; the possibility that


clinical trials of product candidates could be delayed or terminated prior to
completion for a number of reasons; the possibility that interim results from a
clinical trial are not predictive of the final results of that trial and the
possibility that results of early clinical trials or preclinical studies will
not be indicative of the results of later clinical trials; Achillion's
expectations regarding the timing of regulatory interactions and filings; the
uncertainty that the milestones for the contractual contingent value right
payment may not be achieved in the prescribed timeframe or at all; the risk that
clinical trial data are subject to differing interpretations and assessments by
regulatory authorities; whether regulatory authorities will be satisfied with
the design of and results from Alexion's and Achillion's clinical studies; the
possibility that Achillion fails to satisfactorily address matters raised by the
regulatory agencies; whether and when drug applications may be filed in any
jurisdictions for any potential indication for any of Alexion's or Achillion's
pipeline assets; whether and when any such applications may be approved by
regulatory authorities, which will depend on myriad factors, including making a
determination as to whether the product's benefits outweigh its known risks and
determination of the product's efficacy and, if approved, whether any such
products will be commercially successful; decisions by regulatory authorities
impacting labeling, manufacturing processes, safety and/or other matters that
could affect the availability or commercial potential of any such products; and
competitive developments.
A further description of risks and uncertainties relating to Achillion can be
found in Achillion's Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, and in its subsequent Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, all of which are filed with the SEC and available
at www.sec.gov and http://www.achillion.com.
These forward-looking statements are based on numerous assumptions and
assessments made by Alexion and Achillion in light of their respective
experiences and perceptions of historical trends, current conditions, business
strategies, operating environment, future developments and other factors they
believe are appropriate. By their nature, forward-looking statements involve
known and unknown risks and uncertainties because they relate to events and
depend on circumstances that will occur in the future. The factors described in
the context of such forward-looking statements in this document could cause
Alexion's plans with respect to Achillion, actual results, performance or
achievements, industry results and developments to differ materially from those
expressed in or implied by such forward-looking statements. Although it is
believed that the expectations reflected in the forward-looking statements in
this document are reasonable, no assurance can be given that such expectations
will prove to have been correct and persons reading this document are therefore
cautioned not to place undue reliance on these forward-looking statements which
speak only as at the date of this document.

Note to Investors and Security Holders

This document does not constitute a solicitation of any vote or approval. In connection with the proposed acquisition of Achillion by Alexion, Achillion intends to file with the SEC a proxy statement, as well as other relevant documents concerning the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ACHILLION ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Alexion will be available 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. Copies of the documents filed with the SEC by Achillion will be available free of charge on Achillion's internet


website at http://www.achillion.com under the tab "Investors and News" and under the heading "SEC Filings" or by contacting Achillion's Investor Relations Department through http://ir.achillion.com/contact-us.

Certain Information Regarding Participants

Alexion, Achillion and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Alexion is set forth in its Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on February 6, 2019, and its proxy statement for its May 14, 2019 annual meeting of stockholders, which was filed with the SEC on March 26, 2019. Information about the directors and executive officers of Achillion is set forth in its Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on March 7, 2019, and its proxy statement for its May 30, 2019 annual meeting of stockholders, which was filed with the SEC on April 15, 2019. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available.

The following exhibits are filed herein:
Exhibit Number   Description
        99.1       Employee Presentation, dated October 21, 2019
                 Cover Page Interactive Data File (embedded within the Inline XBRL
           104   document)



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 hereunto duly authorized. Date: October 21, 2019ALEXION PHARMACEUTICALS, INC.

                       By:   /s/ Doug BarryName:  Doug Barry
                       Title:  Vice President, Corporate Law

© Edgar Online, source Glimpses

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