FORM 6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For the
month of April 2021
Commission
File Number: 001-11960
AstraZeneca PLC
1
Francis Crick Avenue
Cambridge
Biomedical Campus
Cambridge
CB2 0AA
United
Kingdom
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by check mark whether the registrant files or will file annual
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82-_____________
AstraZeneca PLC
INDEX
TO EXHIBITS
1.
US clearance of
proposed acquisition of Alexion
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR
EQUIVALENT DOCUMENT FOR THE PURPOSES OF THE UK PROSPECTUS
REGULATION RULES OR THE UK AND EU PROSPECTUS REGULATIONS. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE
CONSTRUED AS, ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE,
SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION AND
NEITHER THE ISSUE OF THE INFORMATION NOR ANYTHING CONTAINED HEREIN
SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR
ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY.
INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT
DECISION ON THE BASIS OF ITS CONTENTS.
16 April 2021 12:00 BST
AstraZeneca receives US clearance of proposed acquisition
of Alexion
AstraZeneca's proposed acquisition of Alexion Pharmaceuticals, Inc
(Alexion) has achieved an important step toward completion, having
cleared US Federal Trade Commission review. This follows the
conclusion of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act.
The announcement follows competition clearances in Canada, Brazil,
Russia and other countries globally, with a full list available
on astrazeneca.com. Additional
global regulatory clearances are pending, including but not limited
to the UK, EU and Japan.
Marc Dunoyer, Executive Director and Chief Financial Officer,
said: "These clearances further advance us towards closing
our acquisition of Alexion. We remain focused
on the next chapter for AstraZeneca and Alexion, building
on our combined expertise in immunology and precision medicines and
our shared ambition to bring more innovative medicines to
patients worldwide. We look forward to working closely with
other global authorities as we progress toward this
goal."
The proposed acquisition, first announced in December
2020, would enhance the
Company's scientific presence in immunology by adding Alexion's
innovative complement-technology platforms and strong pipeline.
Rare diseases represent a high-growth disease area with rapid
innovation and significant unmet medical need. The acquisition
remains expected to close in Q3 2021, subject to receipt of
additional global regulatory clearances and approval by
shareholders of both companies with shareholder voting anticipated
on 11 May 2021.
Subject to a successful completion of the acquisition, a dedicated
business unit will be created, known as 'Alexion, The AstraZeneca
Rare Disease Unit', headquartered
in Boston, US. AstraZeneca
will have an enhanced global footprint and broad coverage across
primary, speciality and highly specialised care, and is expected to
deliver double-digit revenue growth through 2025, double-digit core
EPS accretion for the first three years as well as strong cash flow
with an ambition to increase the dividend.
Rare diseases
Over 7,000 rare diseases are known today, and only c.5% have US
Food and Drug Administration-approved
treatments.1 Demand
in the global rare disease space is forecasted to grow by a low
double-digit percentage in the future.2
Important additional information
In connection with AstraZeneca's proposed acquisition of Alexion
(the Acquisition), AstraZeneca filed a registration statement on
Form F-4 (the Registration Statement), which has been declared
effective by the United States Securities and Exchange Commission,
and which includes a document that serves as a prospectus of
AstraZeneca and a proxy statement of Alexion (the proxy
statement/prospectus). Alexion filed the proxy statement/prospectus
as a proxy statement and AstraZeneca filed the proxy
statement/prospectus as a prospectus with the SEC on 12 April 2021,
and each party will file other documents regarding the Acquisition
with the SEC. Investors and security holders of Alexion are urged
to carefully read the entire Registration Statement and proxy
statement/prospectus and other relevant documents filed with the
SEC when they become available, because they will contain important
information. Investors and security holders may obtain the
Registration Statement and the proxy statement/prospectus free of
charge from the SEC's website or from AstraZeneca or Alexion as
described in the paragraphs below.
The documents filed by AstraZeneca with the SEC may be obtained
free of charge at the SEC's website at www.sec.gov.
These documents may also be obtained free of charge on
AstraZeneca's website at http://www.astrazeneca.com under
the tab "Investors". The documents filed by Alexion with the SEC
may be obtained free of charge at the SEC's website
at www.sec.gov.
These documents may also be obtained free of charge on Alexion's
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.
Participants in the solicitation
AstraZeneca, Alexion and certain of their directors, executive
officers and employees may be deemed participants in the
solicitation of proxies from Alexion shareholders in connection
with the Acquisition. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of the shareholders of Alexion in connection with the
Acquisition, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in the
proxy statement/prospectus or proxy statement filed with the SEC on
12 April 2021. Information about the directors and executive
officers of Alexion and their ownership of Alexion shares is set
forth in Alexion's Annual Report on Form 10-K/A, as previously
filed with the SEC on 16 February 2021. Free copies of these
documents may be obtained as described in the paragraphs
above.
Important notices relating to financial advisors
Evercore Partners International LLP (Evercore), which is authorised
and regulated by the FCA in the United Kingdom, is acting
exclusively for AstraZeneca and no one else in connection with the
Acquisition and the matters referred to in this announcement and
will not regard any other person as a client in relation to the
matters set out in this announcement (whether or not a recipient of
this announcement) and will not be responsible to anyone other than
AstraZeneca for providing the protections afforded to its clients,
nor for providing advice in relation to the Acquisition or any
other matter referred to in this announcement. Neither Evercore nor
any of its subsidiaries, holding companies, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client in
connection with the Acquisition or any statement contained in this
announcement or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Evercore by the
Financial Services and Markets Act 2000 (FSMA), or the regulatory
regime established thereunder, or under the regulatory regime of
any jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or
liability whatsoever for the contents of this announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
announcement, including their accuracy, fairness, sufficiency,
completeness or verification of any statement contained in this
announcement or any other statement made or purported to be made by
it, or on its behalf, in connection with AstraZeneca or the matters
described in announcement, and nothing in this announcement is, or
shall be relied upon as, a promise or representation in this
respect, whether as to the past or the future. To the fullest
extent permitted by applicable law, each of Evercore and its
affiliates accordingly disclaim all and any responsibility or
liability whether arising in tort, contract or otherwise (save as
referred to above) which they might otherwise have in respect of
this announcement or any statement contained in this
announcement.
Centerview Partners UK LLP (Centerview Partners), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for AstraZeneca and no one else in connection
with the Acquisition and the matters referred to in this
announcement and will not regard any other person as a client in
relation to the matters set out in this announcement (whether or
not a recipient of this announcement) and will not be responsible
to anyone other than AstraZeneca for providing the protections
afforded to its clients, nor for providing advice in relation to
the Acquisition or any other matter referred to in this
announcement. Neither Centerview Partners nor any of its
subsidiaries, holding companies, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client in connection with the
Acquisition or any statement contained in this announcement or
otherwise. Apart from the responsibilities and liabilities, if any,
which may be imposed on Centerview Partners by the FSMA, or the
regulatory regime established thereunder, or under the regulatory
regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable,
neither Centerview Partners nor any of its affiliates accepts any
responsibility or liability whatsoever for the contents of this
announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the
contents of this announcement, including their accuracy, fairness,
sufficiency, completeness or verification of any statement
contained in this announcement or any other statement made or
purported to be made by it, or on its behalf, in connection with
AstraZeneca or the matters described in this announcement, and
nothing in this announcement is, or shall be relied upon as, a
promise or representation in this respect, whether as to the past
or the future. To the fullest extent permitted by applicable law,
each of Centerview Partners and its affiliates accordingly disclaim
all and any responsibility or liability whether arising in tort,
contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement or any statement
contained in this announcement.
Forward-looking statements
This announcement contains certain forward-looking statements with
respect to the operations, performance and financial condition of
the AstraZeneca Group, including, among other things, statements
about expected revenues, margins, earnings per share or other
financial or other measures, as well as the ability of the parties
to consummate the Acquisition on a timely basis or at all, the
ability of the parties to satisfy the conditions precedent to
consummation of the Acquisition, including the ability to secure
the required regulatory approvals on the terms expected, at all or
in a timely manner, the ability of AstraZeneca to successfully
integrate Alexion's operations, and the ability of AstraZeneca to
implement its plans, forecasts and other expectations with respect
to Alexion's business after completion of the Acquisition and
realise expected synergies. Although the AstraZeneca Group believes
its expectations are based on reasonable assumptions, any
forward-looking statements, by their very nature, involve risks and
uncertainties and may be influenced by factors that could cause
actual outcomes and results to be materially different from those
predicted. The forward-looking statements reflect knowledge and
information available at the date of preparation of this
announcement and the AstraZeneca Group undertakes no obligation to
update these forward-looking statements. The AstraZeneca Group
identifies the forward-looking statements by using the words
'anticipates', 'believes', 'expects', 'intends' and similar
expressions in such statements. Important factors that could cause
actual results to differ materially from those contained in
forward-looking statements, certain of which are beyond the
AstraZeneca Group's control, include, among other things: the risks
set out in Part II (Risk Factors) of the AstraZeneca shareholder
circular published on 12 April 2021; failure or delay in delivery
of pipeline or launch of new medicines; failure to meet regulatory
or ethical requirements for medicine development or approval;
failure to obtain, defend and enforce effective intellectual
property (IP) protection and IP challenges by third parties;
competitive pressures including expiry or loss of IP rights, and
generic competition; price controls and reductions; economic,
regulatory and political pressures; uncertainty and volatility in
relation to the UK's exit from the EU; failures or delays in the
quality or execution of commercial strategies; failure to maintain
supply of compliant, quality medicines; illegal trade in medicines;
reliance on third-party goods and services; failure in information
technology, data protection or cybercrime; failure of critical
processes; uncertainty of expected gains from productivity
initiatives; failure to attract, develop, engage and retain a
diverse, talented and capable workforce, including following
completion of the Acquisition; failure to adhere to applicable
laws, rules and regulations; the safety and efficacy of marketed
medicines being questioned; adverse outcome of litigation and/or
governmental investigations, including relating to the Acquisition;
failure to adhere to increasingly stringent anti-bribery and
anti-corruption legislation; failure to achieve strategic plans or
meet targets or expectations; failure in financial control or the
occurrence of fraud; unexpected deterioration in AstraZeneca's or
Alexion's financial position; the COVID-19 global pandemic; the
risk that a condition to the closing of the Acquisition may not be
satisfied, or that a regulatory approval that may be required for
the Acquisition is delayed or is obtained subject to conditions
that are not anticipated; the risk that AstraZeneca is unable to
achieve the synergies and value creation contemplated by the
Acquisition, or that AstraZeneca is unable to promptly and
effectively integrate Alexion's businesses; and the risk that
management's time and attention are diverted on Acquisition-related
issues or that disruption from the Acquisition makes it more
difficult to maintain business, contractual and operational
relationships.
Neither AstraZeneca nor any of its associates or directors,
officers or advisers provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Listing Rules,
the Disclosure and Transparency Rules and the Prospectus Regulation
Rules of the FCA), AstraZeneca is under no obligation, and
AstraZeneca expressly disclaims any intention or obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or
otherwise.
AstraZeneca
AstraZeneca (LSE/STO/Nasdaq: AZN) is a global,
science-led biopharmaceutical company that focuses on the
discovery, development and commercialisation of prescription
medicines, primarily for the treatment of diseases in three therapy
areas - Oncology, Cardiovascular, Renal & Metabolism, and
Respiratory & Immunology. Based in Cambridge, UK, AstraZeneca
operates in over 100 countries and its innovative medicines are
used by millions of patients worldwide. Please
visit astrazeneca.com and
follow the Company on Twitter @AstraZeneca.
Contacts
For details on how to contact the Investor Relations Team, please
click here.
For Media contacts, click here.
References
1. In the US, a rare disease is a disease impacting less than
200,000 patients (as defined in the US Orphan Drug Act
1983).
2. EvaluatePharma, World Preview 2020, Outlook to
2026.
Adrian Kemp
Company Secretary
AstraZeneca PLC
SIGNATURES
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, thereunto duly authorized.
Date:
16 April 2021
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By: /s/
Adrian Kemp
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Name:
Adrian Kemp
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Title:
Company Secretary
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