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 May 2021
Commission
File Number: 001-11960
AstraZeneca PLC
1
Francis Crick Avenue
Cambridge
Biomedical Campus
Cambridge
CB2 0AA
United
Kingdom
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F X Form 40-F __
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by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):
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by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ______
Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes __
No X
If
“Yes” is marked, indicate below the file number
assigned to the Registrant in connection with Rule 12g3-2(b):
82-_____________
AstraZeneca PLC
INDEX
TO EXHIBITS
1.
Shareholders
vote in favour of Alexion acquisition
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.
11 May 2021 13:55 BST
AstraZeneca shareholders vote in favour of proposed acquisition of
Alexion
Approval recognises acquisition's
advancement
of the Company's strategic and financial development
A requisite majority of AstraZeneca shareholders has approved the
proposal to acquire the entire common stock of Alexion
Pharmaceuticals, Inc. (Alexion) at a general meeting held earlier
today. The Company continues to expect the acquisition will close
in Q3 2021, subject to approval by Alexion shareholders, certain
regulatory approvals, and other customary closing
conditions.
The acquisition was described in a circular to shareholders on 12
April 2021. The resolution was set out in the Company's notice of
general meeting and voted on by way of a poll. The results are set
out below.
Pascal Soriot, Chief Executive Officer, said: "The approval of the
acquisition by AstraZeneca shareholders represents a significant
step toward combining Alexion's leadership in complement biology
and rare diseases with AstraZeneca's expertise in precision
medicine and growing presence in immunology. We look forward to
together advancing life-changing science and bringing even more
medicines to patients globally."
|
Resolution
|
Votes for
|
% of votes cast
|
Votes against
|
% of votes cast
|
Votes cast in total
|
Total votes cast as a % of issued share capital
|
Votes withheld
|
|
To
approve the acquisition of Alexion
|
941,656,301
|
99.89
|
1,072,539
|
0.11
|
942,728,840
|
71.81%
|
7,908,415
|
Issued capital
As of 7 May 2021, the number of issued shares of the Company was
1,312,762,006 ordinary shares, which was the total number of shares
entitling the holders to attend and vote for or against the
resolution at the general meeting. In accordance with the Company's
articles of association, on a poll, every member present in person
or by proxy has one vote for every share held.
Important additional information
In connection with AstraZeneca's proposed acquisition of Alexion
(the Acquisition), AstraZeneca filed a registration statement on
Form F-4 with the SEC on 12 April 2021 (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 a proxy
statement with the SEC (the proxy statement) 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 or proxy statement 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 or the proxy statement 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
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.
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 UK Financial Conduct Authority (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 the AstraZeneca circular dated
12 April 2021 (the Circular) and will not regard any other person
as a client in relation to the matters set out in this announcement
and the Circular (whether or not a recipient of this announcement
and/or the Circular) 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 or the Circular.
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 the Circular 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 or the Circular, 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 and/or the
Circular, including their accuracy, fairness, sufficiency,
completeness or verification of any statement contained in this
announcement and/or the Circular 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/or the
Circular, and nothing in this announcement and/or the Circular 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 and/or the Circular or any statement contained in
this announcement and/or the Circular.
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 the Circular and will not regard any other person
as a client in relation to the matters set out in this announcement
and the Circular (whether or not a recipient of this announcement
and/or the Circular) 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 or the Circular.
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 the Circular 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 or the Circular, 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 and/or the Circular,
including their accuracy, fairness, sufficiency, completeness or
verification of any statement contained in this announcement and/or
the Circular 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/or the Circular, and nothing in
this announcement and/or the Circular 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 and/or the
Circular or any statement contained in this announcement and/or the
Circular.
Forward-looking statements
This announcement and the Circular 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
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 Circular 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
Circular; 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; 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
impact that the COVID-19 global pandemic may have or continue to
have on these risks, on AstraZeneca's ability to continue to
mitigate these risks, and on AstraZeneca's operations, financial
results or financial condition; 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 or the Circular
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.
In accordance with Listing Rules 9.6.2R and 9.6.3R, the full text
of the resolution passed at the general meeting will be submitted
to the National Storage Mechanism and will be available in due
course for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism as
well as on AstraZeneca's website https://www.astrazeneca.com/investor-relations/astrazeneca-to-acquire-alexion.html.
AstraZeneca
AstraZeneca (LSE/STO/Nasdaq: AZN) is a global, science-led
biopharmaceutical company that focuses on the discovery,
development and commercialisation of prescription medicines in
Oncology and BioPharmaceuticals, including 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.
AstraZeneca contacts
For details on how to contact the Investor Relations Team, please
click here.
For Media contacts, click here.
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:
11 May
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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