Item 2.02. Results of Operations and Financial Condition.
Please see the disclosure relating to the estimated revenue for Alexion
Pharmaceuticals, Inc. ("Alexion" or the "Company") for the fiscal year ended
December 31, 2020 set forth under Item 7.01 "Regulation FD Disclosure" of this
Current Report on Form 8-K, which is incorporated by reference into this Item
2.02.
Item 7.01 Regulation FD Disclosure.
Alexion will participate in the 39th Annual J.P. Morgan Healthcare Conference.
Alexion Chief Financial Officer, Aradhana Sarin, will make a presentation on
Tuesday, January 12, 2021 at 7:30 a.m. ET using the slides furnished as Exhibit
99.1 to this Current Report on Form 8-K (the "Conference Presentation") and
incorporated herein by reference. Dr. Sarin's presentation will be a virtual
presentation. The presentation will be webcast live and will be available at
http://ir.alexion.com by clicking on an available link.
In addition, on January 12, 2020, Alexion issued a press release setting forth
certain highlights of the Company's commercial, clinical and financial progress
that are set forth in the Conference Presentation. This press release states
that the Company expects to exceed the high end of the Company's 2020 revenue
guidance of $5.9 billion to $5.95 billion that was previously provided by the
Company in connection with its third quarter 2020 financial results. A copy of
the press release is furnished as Exhibit 99.2 to this Form 8-K and incorporated
herein by reference.
The information in this Current Report on Form 8-K and the attached Conference
Presentation that we expect will be utilized at the 39th Annual J.P. Morgan
Healthcare Conference, and the information set forth therein, is being furnished
pursuant to Item 2.02 and Item 7.01 of this Current Report on Form 8-K and shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that
Section. Nor shall such documents or information be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act,
regardless of any general incorporation language in the filing unless
specifically stated so therein.
Additional Information and Where to Find It
In connection with the proposed transaction, AstraZeneca PLC ("AstraZeneca")
intends to file with the SEC a registration statement on Form F-4 that will
include a proxy statement of Alexion and that also constitutes a prospectus of
AstraZeneca. Each of Alexion and AstraZeneca may also file other relevant
documents with the U.S. Securities and Exchange Commission ("SEC") regarding the
proposed transaction. This document is not a substitute for the proxy
statement/prospectus or registration statement or any other document that
Alexion or AstraZeneca may file with the SEC. The definitive proxy
statement/prospectus (if and when available) will be mailed to stockholders of
Alexion. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY
BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain free copies
of the registration statement and proxy statement/prospectus (if and when
available) and other documents containing important information about Alexion,
AstraZeneca and the proposed transaction, once such documents are filed with the
SEC 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 website at http://www.alexion.com or by contacting Alexion's Investor
Relations Department by email at InvestorRelations@alexion.com. Copies of the
documents filed with the SEC by AstraZeneca will be available free of charge on
AstraZeneca's website at https://www.astrazeneca.com/investor-relations.html or
by contacting AstraZeneca's Investor Relations department by email at
global-mediateam@astrazeneca.com.
Participants in the Solicitation
Alexion, AstraZeneca, their respective directors and certain of their executive
officers and other employees may be deemed to be participants in the
solicitation of proxies from Alexion's stockholders in connection with the
proposed transaction. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of Alexion
stockholders in connection with the proposed mergers, including a description of
their direct or indirect interests, by security holdings or otherwise, will be
set forth in the proxy statement/prospectus when it is filed with the SEC.
Information about Alexion's directors and executive officers is available in
Alexion's proxy statement for its 2020 annual meeting of stockholders, which was
filed with the SEC on March 26, 2020, Alexion's Annual Report on Form 10-K for
the fiscal year ended December 31, 2019, which was filed with the SEC on
February 4, 2020, and other documents subsequently filed by Alexion with the
SEC. Information about AstraZeneca's directors and executive officers is
available in AstraZeneca's Form 20-F filed with the SEC on March 3, 2020, and
other documents subsequently filed by AstraZeneca with the SEC.
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No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. You can generally identify
forward-looking statements by the use of forward-looking terminology such as
"anticipate," "believe," "continue," "could," "estimate," "expect," "explore,"
"evaluate," "intend," "may," "might," "plan," "potential," "predict," "project,"
"seek," "should," or "will," or the negative thereof or other variations thereon
or comparable terminology. These forward-looking statements are only
predictions and involve known and unknown risks and uncertainties, many of which
are beyond Alexion's and AstraZeneca's control. Statements in this
communication regarding Alexion, AstraZeneca and the combined company that are
forward-looking, including projections as to the expected revenue for Alexion
for the fiscal year ended December 31, 2020, anticipated benefits of the
proposed transaction, the impact of the proposed transaction on Alexion's and
AstraZeneca's businesses and future financial and operating results, the amount
and timing of synergies from the proposed transaction, the terms and scope of
the expected financing for the proposed transaction, the aggregate amount of
indebtedness of the combined company following the closing of the proposed
transaction, are based on management's estimates, assumptions and projections,
and are subject to significant uncertainties and other factors, many of which
are beyond Alexion's and AstraZeneca's control. These factors include, among
other things, market factors, completion of the audit of Alexion's fiscal year
2020 financial results, competitive product development and approvals, pricing
controls and pressures (including changes in rules and practices of managed care
groups and institutional and governmental purchasers), economic conditions such
as interest rate and currency exchange rate fluctuations, judicial decisions,
claims and concerns that may arise regarding the safety and efficacy of in-line
products and product candidates, changes to wholesaler inventory levels,
variability in data provided by third parties, changes in, and interpretation
of, governmental regulations and legislation affecting domestic or foreign
operations, including tax obligations, changes to business or tax planning
strategies, difficulties and delays in product development, manufacturing or
sales including any potential future recalls, patent positions and the ultimate
outcome of any litigation matter. Additional information concerning these
risks, uncertainties and assumptions can be found in Alexion's and AstraZeneca's
respective filings with the SEC, including the risk factors discussed in
Alexion's most recent Annual Report on Form 10-K, as updated by its Quarterly
Reports on Form 10-Q, in AstraZeneca's most recent Annual Report on Form 20-F
and in each company's future filings with the SEC. Important risk factors could
cause actual future results and other future events to differ materially from
those currently estimated by management, including, but not limited to, the
risks that: a condition to the closing the proposed acquisition may not be
satisfied; a regulatory approval that may be required for the proposed
acquisition is delayed, is not obtained or is obtained subject to conditions
that are not anticipated; AstraZeneca is unable to achieve the synergies and
value creation contemplated by the proposed acquisition; AstraZeneca is unable
to promptly and effectively integrate Alexion' s businesses; management's time
and attention is diverted on transaction related issues; disruption from the
transaction makes it more difficult to maintain business, contractual and
operational relationships; the credit ratings of the combined company declines
following the proposed acquisition; legal proceedings are instituted against
Alexion, AstraZeneca or the combined company; Alexion, AstraZeneca or the
combined company is unable to retain key personnel; and the announcement or the
consummation of the proposed acquisition has a negative effect on the market
price of the capital stock of Alexion or AstraZeneca or on Alexion's or
AstraZeneca's operating results. No assurances can be given that any of the
events anticipated by the forward-looking statements will transpire or occur, or
if any of them do occur, what impact they will have on the results of
operations, financial condition or cash flows of Alexion or AstraZeneca. Should
any risks and uncertainties develop into actual events, these developments could
have a material adverse effect on the proposed transaction and/or Alexion or
AstraZeneca, AstraZeneca's ability to successfully complete the proposed
transaction and/or realize the expected benefits from the proposed transaction.
You are cautioned not to rely on Alexion's and AstraZeneca's forward-looking
statements. These forward-looking statements are and will be based upon
management's then-current views and assumptions regarding future events and
operating performance, and are applicable only as of the dates of such
statements. Neither Alexion nor AstraZeneca assumes any duty to update or
revise forward-looking statements, whether as a result of new information,
future events or otherwise, as of any future date.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Corporate Presentation used at the 39th Annual J.P. Morgan Healthcare
Conference on January 12, 2021
99.2 Press Release dated January 12, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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