AstraZeneca PLC (LSE:AZN) entered into a definitive agreement to acquire Alexion Pharmaceuticals, Inc. (NasdaqGS:ALXN) for $40.2 billion on December 12, 2020. Under the terms of the deal, Alexion shareholders will receive $60 in cash and 2.1243 AstraZeneca American Depositary Shares. Upon completion, Alexion shareholders will own 15% of the combined company. AstraZeneca has entered into a new committed $17.5 billion bridge-financing facility, provided by Morgan Stanley Bank International Limited, J.P. Morgan Securities PLC and Goldman Sachs Bank USA to finance the cash component of the transaction. As of December 24, 2021, bridge facility was successfully syndicated and $5 billion of the bridge facility was cancelled and replaced by $5 billion medium-term term and revolving facilities, which includes $4 billion term loan and $1 billion revolving credit. Revolving credit will be used towards the general corporate purposes of AstraZeneca. AstraZeneca intends to refinance the remaining $12.5 billion available under the bridge facility through a combination of debt-capital market issuances, commercial paper issued under any commercial paper program, and business cash flows. As part of the bridge facility, AstraZeneca priced a six-tranche global bond offering totaling $7 billion which will be used to fund a portion of the purchase price or refinance a portion of Alexion's indebtedness and to pay related fees and expenses. Post-closing of the transaction, Alexion will operate as the wholly owned subsidiary of AstraZeneca. Under the Merger Agreement, Alexion will be required to make a payment to AstraZeneca equal to $1.18 billion if the Merger Agreement is terminated in certain circumstances, including because the Alexion board of directors has changed its recommendation in favor of the Mergers or Alexion has terminated the Merger Agreement in order to enter into an agreement providing for a Company Superior Proposal, and Alexion will be required to make a payment to AstraZeneca equal to $270 million if the Merger Agreement is terminated because Alexion's stockholders fail to adopt the merger agreement. AstraZeneca will be required to make a payment to Alexion equal to $1,415 million if the Merger Agreement is terminated in certain circumstances, including because the AstraZeneca Board of Directors has changed its recommendation in favor of the Mergers or because AstraZeneca's shareholders fail to approve the transactions contemplated by the merger agreement. Until the transaction closes, Alexion will remain an independent company and will continue to operate as such. As of January 27, 2021, AstraZeneca chief executive Pascal Soriot will leave CSL's board. As of June 4, 2021, Aradhana Sarin Chief Financial Officer of Alexion has been appointed as an Executive Director and Chief Financial Officer. As of July 14, 2021, Marc Dunoyer will head Alexion, while Aradhana Sarin will move in the opposite direction to be AstraZeneca's finance head.

The companies will mutually agree on two individuals from the Alexion Board of Directors who will join the AstraZeneca Board as Directors upon closing of the acquisition. Under the terms of the acquisition agreement, AstraZeneca has agreed that for 12 months following closing, it will provide the Alexion employees with the same level of salary as such employees had before closing, incentive compensation opportunities that are in the aggregate no less favorable than those provided before closing and substantially comparable benefits to those provided before closing. Post completion, combined company headquarters will be located at AstraZeneca's existing headquarters at 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge, CB2 0AA, United Kingdom which is also the registered office.

The transaction is subject to receipt of regulatory clearances and approval by shareholders of both companies, approval of the new AstraZeneca shares for listing with the Financial Conduct Authority and to trading on the London Stock Exchange, AstraZeneca's registration statement on Form F-4 and the Form F-6 having been declared effective by the Securities and Exchange Commission, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”), as amended, and the approval of the Mergers under the antitrust and foreign investment laws of other specified jurisdictions, Alexion shall have received the opinion of Wachtell, Lipton, Rosen & Katz, that the transaction must qualify as a “reorganization” within the meaning of Section 368(a) of the Code and other customary closing conditions. The Boards of Directors of both companies have unanimously approved the acquisition. The special meeting of Alexion shareholders to approve the transaction will held on May 11, 2021. As of March 12, 2021, AstraZeneca withdrawn its notification and report under HSR act and AstraZeneca intends to refile on or about March 16, 2021. A new 30-day waiting period under the HSR Act will commence on the date of such refiling. The registration statement was declared effective by the SEC on April 12, 2021. As of April 16, 2021, US Federal Trade Commission cleared the transaction following competition clearances in Canada, Brazil, Russia and other countries globally. Additional global regulatory clearances are pending, including but not limited to the UK, EU and Japan. As of June 1, 2021, EU antitrust regulators will decide by July 5, 2021, whether to clear Anglo-Swedish drugmaker AstraZeneca's $39 billion bid for U.S.-based Alexion. As of May 11, 2021, both AstraZeneca and Alexion shareholders approved the transaction. As of May 24, 2021, the transaction received competition clearance in Japan. The Competition and Markets Authority (CMA) has set a deadline of June 3, 2021 to complete its phase one investigation into the acquisition. As of July 14, 2021, The UK Competition and Markets Authority has approved acquisition. The acquisition is expected to close in third quarter of 2021. As a result, the acquisition is expected to close on 21 July 2021. The acquisition is expected to deliver robust and sustainable accretion to AstraZeneca's core earnings per share (EPS) from the outset, with double-digit percentage accretion anticipated in the first three years following the completion of the acquisition.

Evercore Partners International LLP and Centerview Partners UK LLP acted as financial advisors, Ondra LLP are providing advice as part of their ongoing financial advisory services, Morgan Stanley & Co. International plc and Morgan Stanley Bank International Limited and J.P. Morgan Securities plc acted as financial advisors and lead debt financing underwriters, Goldman Sachs Bank USA acted as lead debt financing underwriter, Morgan Stanley and Goldman Sachs International are joint corporate brokers, Evercore acted as sponsor in relation to the transaction and Julian G. Long and Kate Cooper of Freshfields Bruckhaus Deringer LLP and Ethan A. Klingsberg, Sebastian L. Fain, John A. Fisher and Robert Scarborough of Freshfields Bruckhaus Deringer US LLP acted as legal advisors for AstraZeneca. BofA Securities, Inc. acted as financial advisor and provided fairness opinion and Daniel A. Neff, Mark Gordon, and Sabastian V. Niles of Wachtell, Lipton, Rosen & Katz acted as legal advisors to Alexion. Philip Richter, Ian Lopez and Roy Tannenbaum of Fried Frank acted as legal advisor to BofA Securities. Innisfree M&A Inc. acted as the information agent to Alexion Pharmaceuticals and will receive a fee of $40,000 for its services. Alexion will pay BofA Securities approximately $75 million, out of which $2 million is payable upon delivery of its opinion. Computershare Trust Company, National Association is the transfer agent for Alexion. Equiniti Limited acted as the registrar to AstraZeneca.

AstraZeneca PLC (LSE:AZN) completed the acquisition of Alexion Pharmaceuticals, Inc. (NasdaqGS:ALXN) on July 21, 2021. Admission of the new AstraZeneca shares issued to Alexion shareholders to listing on the premium listing segment of the official list of the Financial Conduct Authority (FCA) and to the trading on the London Stock Exchange's main market for listed securities has been approved and will be effective on 22 July 2021. Trading of the new AstraZeneca shares on Nasdaq Stockholm is expected to commence on 22 July 2021. The Alexion shares will be delisted from the Nasdaq Stock Market and Alexion will terminate its registration under the U.S. Securities Exchange Act of 1934 as soon as practicable following completion of the acquisition.