May 11, 2021: 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.
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.”
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 [email protected].
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.”
