Item 5.07 Submission of Matters to a Vote of Security Holders.
Alexion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), held its
special meeting of stockholders on May 11, 2021 (the "special meeting"). A
definitive merger proxy statement on Schedule 14A with respect to the special
meeting was filed with the Securities and Exchange Commission on April 13, 2021.
Descriptions of each of the proposals voted upon at the special meeting are
contained in the definitive merger proxy statement. At the close of business on
March 30, 2021, the record date of the special meeting, the Company had
220,912,612 shares of common stock issued and outstanding. The holders of a
total of 160,753,859 shares of common stock were present at the special meeting,
either in person or by proxy, which constituted a quorum for the purpose of the
special meeting.
The following is a summary of the voting results with respect to each of the
proposals, including the number of votes cast for and against, and the number of
abstentions.
1. A proposal to adopt the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of December 12, 2020 by and among the Company, AstraZeneca
PLC ("AstraZeneca"), Delta Omega Sub Holdings Inc., Delta Omega Sub Holdings
Inc. 1 and Delta Omega Sub Holdings LLC 2 (the "Merger Proposal").
For Against Abstain
160,456,691 187,257 109,911
2. A proposal to approve, on a non-binding, advisory basis, the compensation
that may be paid or become payable to Alexion's named executive officers that is
based on or otherwise relates to the transactions contemplated by the Merger
Agreement.
For Against Abstain
150,370,253 9,455,057 928,549
3. A proposal to approve the adjournment of the Alexion special meeting, if
necessary or appropriate, to solicit additional proxies if there are not
sufficient votes at the time of the Alexion special meeting to approve the
Merger Proposal or to ensure that any supplement or amendment to Alexion's proxy
statement is timely provided to Alexion stockholders.
An adjournment was not necessary in light of adoption of the Merger Proposal.
Item 8.01 Other Events.
On May 11, 2021, the Company issued a press release (the "Press Release")
announcing the results of the special meeting. A copy of the Press Release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
99.1 Press Release dated May 11, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Additional Information and Where to Find It
In connection with AstraZeneca's proposed acquisition of Alexion (the "proposed
transaction"), AstraZeneca filed with the SEC a registration statement on Form
F-4 which includes a proxy statement of Alexion and a prospectus of AstraZeneca.
The registration statement was declared effective by the SEC on April 12, 2021,
and mailing of the definitive joint proxy statement/prospectus to the
shareholders of Alexion occurred on or about April 12, 2021. Each of Alexion and
AstraZeneca may also file other relevant documents with the SEC regarding the
proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
DEFINITIVE JOINT 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 the definitive proxy
statement/prospectus and other documents containing important information about
Alexion, AstraZeneca and the proposed transaction 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 shareholders in connection with the
proposed transaction. Information about Alexion's directors and executive
officers is available in Alexion's proxy statement for its 2020 annual meeting
of shareholders, which was filed with the SEC on March 26, 2020, Alexion's
Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, which
was filed with the SEC on February 16, 2021, 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
February 16, 2021, and other documents subsequently filed by AstraZeneca with
the SEC. Other information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by security holdings
or otherwise, are contained in the definitive joint proxy statement/prospectus
filed with the SEC on April 12, 2021 and other relevant materials to be filed
with the SEC regarding the proposed transaction when they become available. Free
copies of these documents may be obtained as described in the paragraphs above.
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.
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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 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, 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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