ALEXION PHARMACEUTICALS, INC. (NASDAQ:ALXN) Files An 8-K Other EventsItem 8.01 – Other Events
Announcement of public offer to acquire outstanding shares of Wilson Therapeutics AB
On April 11, 2018, Alexion Pharmaceuticals, Inc. (the Company) issued press releases in Sweden and the U.S. announcing the Company’s intent to acquire Wilson Therapeutics AB (publ), a Swedish company (Wilson Therapeutics), to a recommended public cash offer to shareholders of Wilson Therapeutics for all of Wilson Therapeutics’ outstanding shares (the Offer). In the Offer, the Company, through its wholly-owned subsidiary Alexion Pharma Nordics Holding AB, is offering SEK 232 in cash for each share of Wilson Therapeutics (representing a total equity value of approximately SEK 7,100 million, based on the shares outstanding, on a fully diluted basis or approximately $855 million). The Independent Committee of the Board of Directors of Wilson Therapeutics has unanimously recommended that Wilson Therapeutics’ shareholders accept the Offer and Wilson Therapeutics’ four largest shareholders as well as two other shareholders, representing an aggregate of 66.1% of Wilson Therapeutics’ outstanding shares, have provided irrevocable undertakings to accept the Offer, as described below. In addition, one shareholder, representing 7.3% of Wilson Therapeutics’ outstanding shares has expressed its support for the Offer and its intention to accept the Offer.
The completion of the Offer is subject to certain customary closing conditions for an offer governed by the Swedish Takeover Rules, including holders of at least 90% of the outstanding Wilson Therapeutics shares tendering their shares into the Offer (the Minimum Tender Condition) and receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities. The Company reserves the right to withdraw the Offer in the event it becomes clear that any of the above conditions are not fulfilled or cannot be fulfilled. Other than with regard to the Minimum Tender Condition, however, such withdrawal will only be permitted if the non-satisfaction of such condition is of material importance to the Company’s acquisition of the shares in Wilson Therapeutics. The Company also reserves the right to waive, in whole or in part, any of the conditions to the Offer, including, with respect to the Minimum Tender Condition, to complete the Offer at a lower level of acceptance.
The Company expects the Offer to complete in the second quarter of 2018.
In the event that the Company, in connection with the Offer or otherwise, becomes the owner of more than 90 percent of the outstanding shares in Wilson Therapeutics on a fully diluted basis (including all issued and outstanding stock options), the Company intends to call for compulsory acquisition in accordance with the Swedish Companies Act to acquire all outstanding shares in Wilson Therapeutics and promote a delisting of the shares in Wilson Therapeutics from Nasdaq Stockholm.
Irrevocable Undertakings to Accept the Offer
As described above, Wilson Therapeutics’ four largest shareholders as well as two other shareholders, representing an aggregate of 66.1% of Wilson Therapeutics’ outstanding shares, have provided irrevocable undertakings (i) not to offer, sell, transfer, charge, pledge or grant any option over or otherwise dispose of any Wilson Therapeutics shares, or any interest in any of the shares, except to the Offeror to the Offer, (ii) not to accept any other offer in respect of shares in Wilson Therapeutics, except in certain circumstances described in the undertakings , (iii) not to solicit or encourage any proposals or offers from any third party to initiate for the acquisition of any Wilson Therapeutics shares, (iv) not to make any public announcement or communication in connection with the Offer, or concerning Wilson Therapeutics, without the Company’s prior consent, except as required by law or applicable regulations, (v) not to make any public offer for or purchase any securities in Wilson Therapeutics, and (vi) not to take any action or make any statement which may be prejudicial to the success of the Offer. These undertakings are conditional upon no other party announcing a competing offer at a price that is more than 10% higher than the Offer, which the Company decides not to match (i.e., the Company does not offer a price that equals or exceeds the price in the competing offer) within five to ten business days depending on the structure of the competing offer.
The form of the irrevocable undertaking executed by certain Wilson Therapeutics shareholders is attached to this report as Exhibit99.1.
The Company provided supplemental information regarding the Offer in connection with presentations to analysts and investors in a conference call held on April 11, 2018. A copy of the investor presentation is attached hereto as Exhibit 99.2. Copies of the Company’s press releases announcing the Offer, which provide additional details on the terms of the Offer, and the Wilson Therapeutics press release announcing its Independent Committee of the Board of Directors’ unanimous recommendation are filed herewith as Exhibits 99.3, 99.4, and 99.5.
Important additional information will be filed with the Securities and Exchange Commission (SEC)
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The Company urges Wilson Therapeutics investors to read documents filed with the SEC and with the Swedish Financial Supervisory Authority, because they will contain important information. You may obtain copies of all documents filed with the SEC regarding this proposed Offer, free of charge, at the SEC’s website (www.sec.gov). You may also obtain the documents filed with the SEC, free of charge, from the Company’s website (www.alexion.com) under the tab “Investors” and then under the heading “SEC Filings.”
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
ALEXION PHARMACEUTICALS INC ExhibitEX-99.1 2 alxnex991.htm EXHIBIT 99.1 Exhibit IRREVOCABLE UNDERTAKINGThis irrevocable undertaking (the “Undertaking”) is made on [**] April 2018 by [**],…To view the full exhibit click here
About ALEXION PHARMACEUTICALS, INC. (NASDAQ:ALXN)
Alexion Pharmaceuticals, Inc. is a biopharmaceutical company. The Company is focused on the development and commercialization of life-transforming therapeutic products. The Company operates through innovation, development and commercialization of life-transforming therapeutic products segment. The Company’s marketed products include Soliris (eculizumab), Strensiq (asfotase alfa) and Kanuma (sebelipase alfa). The Company’s clinical programs include Soliris (eculizumab), ALXN 1101, ALXN 1007, SBC-103, ALXN 1210 and ALXN 5500. It offers Soliris for patients with either paroxysmal nocturnal hemoglobinuria (PNH), a life-threatening and ultra-rare genetic blood disorder, or atypical hemolytic uremic syndrome (aHUS), a life-threatening and ultra-rare genetic disease. Strensiq is a targeted enzyme replacement therapy. It offers Kanuma for the treatment of patients with Lysosomal Acid Lipase Deficiency (LAL-D). ALXN 1007 is a humanized antibody designed to target inflammatory disorders.
