AstraZeneca would generate significant value from the acquisition by expanding Alexion's commercial reach and pipeline development
UK-based AstraZeneca has agreed to acquire US-based pharmaceutical firm Alexion for a total consideration of $39bn, to drive strategic and financial development.
Under the terms of the agreement, AstraZeneca is expected to make an upfront payment of $60 in cash and issue 2.1243 AstraZeneca American Depositary Shares (ADSs) for each share held by the Alexion shareholders.
The purchase price includes a total consideration to Alexion shareholders of $39bn or $175 per share, based on AstraZeneca’s reference average ADR price of $54.14.
Also, Alexion is liable to pay a break fee of up to $1.2bn to AstraZeneca, and AstraZeneca will be required to pay a break fee of $1.4bn to Alexion, under certain specified circumstances including change of board recommendation respectively.
The acquisition is expected to close in the third quarter of 2021, subject to receipt of certain regulatory and shareholders’ approval. Once completed, Alexion shareholders would own around 15% of the combined company.
AstraZeneca intends to generate significant value from the acquisition by expanding Alexion’s commercial reach and pipeline development using its global presence.
AstraZeneca chief executive officer Pascal Soriot said: “Alexion has established itself as a leader in complement biology, bringing life-changing benefits to patients with rare diseases. This acquisition allows us to enhance our presence in immunology.
“We look forward to welcoming our new colleagues at Alexion so that we can together build on our combined expertise in immunology and precision medicines to drive innovation that delivers life-changing medicines for more patients.”
AstraZeneca has developed a broad range of technologies, focused on small molecules and biologics and with a focus in precision medicine, genomics, oligonucleotides and epigenetics.
Alexion is focused on complement inhibition for a broad spectrum of immune-mediated rare diseases, caused by uncontrolled activation of the complement system, an important part of the immune system.
Its Soliris (eculizumab) is an advanced anti-complement component 5 (C5) monoclonal antibody, approved in many countries.
The drug is indicated for the treatment of paroxysmal nocturnal haemoglobinuria (PNH), atypical haemolytic uremic syndrome, generalised myasthenia gravis and neuromyelitis optica spectrum disorder.
Recently, Alexion has launched Ultomiris (ravulizumab), a second-generation C5 monoclonal antibody, designed to feature a more convenient dosing regimen.
Alexion’s expertise in complement biology would strengthen AstraZeneca’s footprint in immunology, and add new technology platform to its science and innovation-driven strategy.
As part of the acquisition, AstraZeneca and Alexion’s R&D team would work together on Alexion’s portfolio of 11 molecules across more than 20 clinical-development programmes.
The combined firm is expected to join two converging, patient-centric models of care delivery with united strengths in immunology, biologics, genomics and oligonucleotides.
Also, the acquisition is expected to improve the combined company’s profitability, with the enhanced core operating margin, and continued expansion thereafter.
Alexion chief executive officer Ludwig Hantson said: “For nearly 30 years Alexion has worked to develop and deliver transformative medicines to patients around the world with rare and devastating diseases.
“I am incredibly proud of what our organisation has accomplished and am grateful to our employees for their contributions. This transaction marks the start of an exciting new chapter for Alexion. We bring to AstraZeneca a strong portfolio, innovative rare disease pipeline, a talented global workforce and strong manufacturing capabilities in biologics.
“We remain committed to continuing to serve the patients who rely on our medicines and firmly believe the combined organisation will be well-positioned to accelerate innovation and deliver enhanced value for our shareholders, patients and the rare disease communities.”