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Annex A Agreement and Plan of Reorganization | | | |||||
Annex B Baker Brothers Voting and Support Agreement | | | |||||
Annex C Tisch Voting and Support Agreement | | | |||||
Annex D Opinion of Goldman, Sachs & Co. | | | |||||
| |
| | |
Per-Share
Synageva Closing Price |
| |
Per-Share
Alexion Closing Price |
| |
Implied
Transaction Value of Synageva Share |
| |||||||||
May 5, 2015
|
| | | $ | 95.87 | | | | | $ | 168.55 | | | | | $ | 225.92 | | |
June 17, 2015
|
| | | $ | 231.74 | | | | | $ | 179.81 | | | | | $ | 233.33 | | |
| |
The information agent for the offer is:
|
| |
| |
|
| |
| |
480 Washington Blvd., 26th Floor
Jersey City, NJ 07310 |
| |
| |
Banks, Brokers and Stockholders
Call Toll-Free (888) 206-0860 Or contact via email at: SynagevaExchange@georgeson.com |
| |
| | |
Three Months
Ended March 31, 2015 |
| |
Three Months
Ended March 31, 2014 |
| |
Year Ended
December 31, 2014 |
| |
Year Ended
December 31, 2013 |
| |
Year Ended
December 31, 2012 |
| |
Year Ended
December 31, 2011 |
| |
Year Ended
December 31, 2010 |
| ||||||||||||||||||||||||||||
| | |
(Amounts in thousands, except per share amounts)
|
| ||||||||||||||||||||||||||||||||||||||||||||||
Net product sales
|
| | | $ | 600,333 | | | | | $ | 566,616 | | | | | $ | 2,233,733 | | | | | $ | 1,551,346 | | | | | $ | 1,134,114 | | | | | $ | 783,431 | | | | | $ | 540,957 | | | |||||||
Cost of sales: | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
Cost of sales
|
| | | | 69,399 | | | | | | 32,939 | | | | | | 173,862 | | | | | | 168,375 | | | | | | 126,214 | | | | | | 93,140 | | | | | | 64,437 | | | |||||||
Change in contingent liability from intellectual property settlements
|
| | | | — | | | | | | — | | | | | | — | | | | | | 9,181 | | | | | | (53,377) | | | | | | — | | | | | | — | | | |||||||
Total cost of sales
|
| | | | 69,399 | | | | | | 32,939 | | | | | | 173,862 | | | | | | 177,556 | | | | | | 72,837 | | | | | | 93,140 | | | | | | 64,437 | | | |||||||
Operating expenses: | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
Research and development
|
| | | | 221,080 | | | | | | 191,457 | | | | | | 513,782 | | | | | | 317,093 | | | | | | 222,732 | | | | | | 137,421 | | | | | | 98,394 | | | |||||||
Selling, general and administrative
|
| | | | 187,116 | | | | | | 129,291 | | | | | | 630,209 | | | | | | 489,720 | | | | | | 384,678 | | | | | | 308,176 | | | | | | 226,766 | | | |||||||
Acquisition-related costs
|
| | | | 11,979 | | | | | | (38) | | | | | | 20,295 | | | | | | 5,029 | | | | | | 22,812 | | | | | | 13,486 | | | | | | 722 | | | |||||||
Impairment of intangible assets
|
| | | | — | | | | | | 3,464 | | | | | | 11,514 | | | | | | 33,521 | | | | | | 26,300 | | | | | | — | | | | | | — | | | |||||||
Restructuring expenses
|
| | | | 7,052 | | | | | | — | | | | | | 15,365 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||||||
Amortization of purchased intangible
assets |
| | | | — | | | | | | — | | | | | | — | | | | | | 417 | | | | | | 417 | | | | | | 382 | | | | | | — | | | |||||||
Total operating expenses
|
| | | | 427,227 | | | | | | 324,174 | | | | | | 1,191,165 | | | | | | 845,780 | | | | | | 656,939 | | | | | | 459,465 | | | | | | 325,882 | | | |||||||
Operating income
|
| | | | 103,707 | | | | | | 209,503 | | | | | | 868,706 | | | | | | 528,010 | | | | | | 404,338 | | | | | | 230,826 | | | | | | 150,638 | | | |||||||
Other income (expense)
|
| | | | 3,238 | | | | | | 2,408 | | | | | | 3,401 | | | | | | (1,741) | | | | | | (6,772) | | | | | | (1,158) | | | | | | (1,627) | | | |||||||
Income before income taxes
|
| | | | 106,945 | | | | | | 211,911 | | | | | | 872,107 | | | | | | 526,269 | | | | | | 397,566 | | | | | | 229,668 | | | | | | 149,011 | | | |||||||
Income tax provision
|
| | | | 15,622 | | | | | | 52,557 | | | | | | 215,195 | | | | | | 273,374 | | | | | | 142,744 | | | | | | 54,353 | | | | | | 51,981 | | | |||||||
Net income
|
| | | $ | 91,323 | | | | | $ | 159,354 | | | | | $ | 656,912 | | | | | $ | 252,895 | | | | | $ | 254,822 | | | | | $ | 175,315 | | | | | $ | 97,030 | | | |||||||
Earnings per common share | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
Basic
|
| | | $ | 0.46 | | | | | $ | 0.81 | | | | | $ | 3.32 | | | | | $ | 1.29 | | | | | $ | 1.34 | | | | | $ | 0.96 | | | | | $ | 0.54 | | | |||||||
Diluted
|
| | | $ | 0.45 | | | | | $ | 0.79 | | | | | $ | 3.26 | | | | | $ | 1.27 | | | | | $ | 1.28 | | | | | $ | 0.91 | | | | | $ | 0.52 | | | |||||||
Shares used in computing earnings per common share
|
| | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
Basic
|
| | | | 199,361 | | | | | | 197,797 | | | | | | 198,103 | | | | | | 195,532 | | | | | | 190,461 | | | | | | 183,220 | | | | | | 178,542 | | | |||||||
Diluted
|
| | | | 202,034 | | | | | | 201,804 | | | | | | 201,623 | | | | | | 199,712 | | | | | | 198,501 | | | | | | 191,806 | | | | | | 186,074 | | | |||||||
|
| | |
At
March 31, 2015 |
| |
At
March 31, 2014 |
| |
At
December 31, 2014 |
| |
At
December 31, 2013 |
| |
At
December 31, 2012 |
| |
At
December 31, 2011 |
| |
At
December 31, 2010 |
||||||||||||||||||||
Cash, cash equivalents and marketable securities
|
| | | $ | 1,925,092 | | | | | $ | 1,557,478 | | | | | $ | 1,961,566 | | | | | $ | 1,514,851 | | | | | $ | 989,501 | | | | | $ | 540,865 | | | | | $ | 361,605 |
Current assets
|
| | | | 2,852,987 | | | | | | 2,245,880 | | | | | | 2,796,029 | | | | | | 2,186,857 | | | | | | 1,495,600 | | | | | | 941,270 | | | | | | 646,556 |
Non current assets
|
| | | | 1,561,938 | | | | | | 1,133,786 | | | | | | 1,405,933 | | | | | | 1,130,839 | | | | | | 1,117,960 | | | | | | 453,481 | | | | | | 365,481 |
Total assets
|
| | | | 4,414,925 | | | | | | 3,379,666 | | | | | | 4,201,962 | | | | | | 3,317,696 | | | | | | 2,613,560 | | | | | | 1,394,751 | | | | | | 1,012,037 |
Current liabilities
|
| | | | 580,439 | | | | | | 396,822 | | | | | | 606,740 | | | | | | 582,429 | | | | | | 360,089 | | | | | | 227,785 | | | | | | 138,515 |
Long-term debt and convertible notes (current and noncurrent)
|
| | | | 45,500 | | | | | | 93,500 | | | | | | 57,500 | | | | | | 113,000 | | | | | | 149,000 | | | | | | — | | | | | | 3,718 |
Contingent consideration (current and noncurrent)
|
| | | | 174,950 | | | | | | 142,638 | | | | | | 162,971 | | | | | | 142,676 | | | | | | 141,670 | | | | | | 18,120 | | | | | | — |
Facility lease obligation
|
| | | | 114,912 | | | | | | 38,417 | | | | | | 107,099 | | | | | | 32,230 | | | | | | — | | | | | | — | | | | | | — |
Non current liabilities
|
| | | | 317,584 | | | | | | 281,866 | | | | | | 293,204 | | | | | | 353,188 | | | | | | 282,621 | | | | | | 32,474 | | | | | | 13,786 |
Total liabilities
|
| | | | 898,023 | | | | | | 678,688 | | | | | | 899,944 | | | | | | 935,617 | | | | | | 642,710 | | | | | | 260,259 | | | | | | 152,301 |
Total stockholders’ equity
|
| | | | 3,516,902 | | | | | | 2,700,978 | | | | | | 3,302,018 | | | | | | 2,382,079 | | | | | | 1,970,850 | | | | | | 1,134,492 | | | | | | 859,736 |
Net book value per share
|
| | | $ | 17.61 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Three Months
Ended March 31, 2015 |
| |
Three Months
Ended March 31, 2014 |
| |
Year Ended
December 31, 2014 |
| |
Year Ended
December 31, 2013 |
| |
Year Ended
December 31, 2012 |
| |
Year Ended
December 31, 2011 |
| |
Year Ended
December 31, 2010 |
| |||||||||||||||||||||
| | |
(in thousands except per share data)
|
| |||||||||||||||||||||||||||||||||||||||
Revenues: | | | | | | | | | |||||||||||||||||||||||||||||||||||
Royalty revenue
|
| | | $ | 927 | | | | | $ | 1,447 | | | | | $ | 6,000 | | | | | $ | 7,042 | | | | | $ | 7,023 | | | | | $ | 1,083 | | | | | $ | — | | |
Collaboration and license revenue
|
| | | | — | | | | | | 139 | | | | | | 492 | | | | | | 6,332 | | | | | | 7,931 | | | | | | 1,016 | | | | | | 595 | | |
Total revenue
|
| | | | 927 | | | | | | 1,586 | | | | | | 6,492 | | | | | | 13,374 | | | | | | 14,954 | | | | | | 2,099 | | | | | | 595 | | |
Costs and expenses: | | | | | | | | | |||||||||||||||||||||||||||||||||||
Research and development
|
| | | | 38,207 | | | | | | 27,868 | | | | | | 142,638 | | | | | | 79,644 | | | | | | 37,347 | | | | | | 17,346 | | | | | | 9,866 | | |
Selling, general and administrative
|
| | | | 21,671 | | | | | | 9,804 | | | | | | 54,498 | | | | | | 27,560 | | | | | | 17,396 | | | | | | 9,268 | | | | | | 3,852 | | |
Amortization of developed technology
|
| | | | 222 | | | | | | 390 | | | | | | 1,489 | | | | | | 2,073 | | | | | | 3,232 | | | | | | 504 | | | | | | — | | |
Total costs and expenses
|
| | | | 60,100 | | | | | | 38,062 | | | | | | 198,625 | | | | | | 109,277 | | | | | | 57,975 | | | | | | 27,118 | | | | | | 13,718 | | |
Loss from operations
|
| | | | (59,173) | | | | | | (36,476) | | | | | | (192,133) | | | | | | (95,903) | | | | | | (43,021) | | | | | | (25,019) | | | | | | (13,123) | | |
Other (expense) income, net
|
| | | | (252) | | | | | | (5) | | | | | | (238) | | | | | | 159 | | | | | | — | | | | | | (259) | | | | | | 2,295 | | |
Interest income (expense), net
|
| | | | 83 | | | | | | 75 | | | | | | 263 | | | | | | 342 | | | | | | 72 | | | | | | (28) | | | | | | 4 | | |
Loss before provision for income taxes
|
| | | | (59,342) | | | | | | (36,406) | | | | | | (192,108) | | | | | | (95,402) | | | | | | (42,949) | | | | | | (25,306) | | | | | | (10,824) | | |
Provision for income taxes
|
| | | | 259 | | | | | | 18 | | | | | | 540 | | | | | | 48 | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | (59,601) | | | | | | (36,424) | | | | | | (192,648) | | | | | | (95,450) | | | | | | (42,949) | | | | | | (25,306) | | | | | | (10,824) | | |
Basic and diluted loss per common share
|
| | | $ | (1.63) | | | | | $ | (1.16) | | | | | $ | (5.89) | | | | | $ | (3.40) | | | | | $ | (1.90) | | | | | $ | (8.58) | | | | | $ | (338.25) | | |
Weighted average shares used in basic
and diluted per common share computations |
| | | | 36,495 | | | | | | 31,338 | | | | | | 32,719 | | | | | | 28,087 | | | | | | 22,579 | | | | | | 2,950 | | | | | | 32 | | |
| | |
At
March 31, 2015 |
| |
At
March 31, 2014 |
| |
At
December 31, 2014 |
| |
At
December 31, 2013 |
| |
At
December 31, 2012 |
| |
At
December 31, 2011 |
| |
At
December 31, 2010 |
| |||||||||||||||||||||
| | |
(in thousands, except per share data)
|
| |||||||||||||||||||||||||||||||||||||||
Consolidated Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash, cash equivalents, and short-term investments
|
| | | $ | 710,561 | | | | | $ | 575,218 | | | | | $ | 446,908 | | | | | $ | 408,733 | | | | | $ | 218,953 | | | | | $ | 60,232 | | | | | $ | 14,715 | | |
Working capital
|
| | | | 694,426 | | | | | | 568,402 | | | | | | 432,589 | | | | | | 402,803 | | | | | | 212,028 | | | | | | 56,393 | | | | | | 14,285 | | |
Current assets
|
| | | | 722,278 | | | | | | 585,589 | | | | | | 457,832 | | | | | | 416,723 | | | | | | 225,107 | | | | | | 64,651 | | | | | | 15,851 | | |
Non-current assets
|
| | | | 46,268 | | | | | | 37,515 | | | | | | 46,371 | | | | | | 31,226 | | | | | | 18,149 | | | | | | 18,647 | | | | | | 1,131 | | |
Total assets
|
| | | | 768,546 | | | | | | 623,104 | | | | | | 504,203 | | | | | | 447,949 | | | | | | 243,256 | | | | | | 83,298 | | | | | | 16,982 | | |
Current liabilities
|
| | | | 27,852 | | | | | | 17,187 | | | | | | 25,243 | | | | | | 13,920 | | | | | | 13,079 | | | | | | 8,259 | | | | | | 1,566 | | |
Non-current liabilities
|
| | | | 5,568 | | | | | | 4,825 | | | | | | 5,721 | | | | | | 3,828 | | | | | | — | | | | | | 991 | | | | | | 12 | | |
Accumulated deficit
|
| | | | (506,488) | | | | | | (290,663) | | | | | | (446,887) | | | | | | (254,239) | | | | | | (158,789) | | | | | | (115,840) | | | | | | (90,534) | | |
Total stockholders’ equity
|
| | | | 735,126 | | | | | | 601,092 | | | | | | 473,239 | | | | | | 430,201 | | | | | | 230,177 | | | | | | 74,048 | | | | | | 15,403 | | |
Net book value per share
|
| | | $ | 19.87 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Three Months Ended March 31, 2015
|
| |
Year Ended December 31, 2014
|
| ||||||||||||||||||||||||||||||||||||||||||
| | |
Alexion
Historical |
| |
Synageva
Historical |
| |
Pro Forma
Adjustments |
| |
Pro Forma
Combined |
| |
Alexion
Historical |
| |
Synageva
Historical |
| |
Pro Forma
Adjustments |
| |
Pro Forma
Combined |
| ||||||||||||||||||||||||
| | |
(in thousands, except per share data)
|
| |||||||||||||||||||||||||||||||||||||||||||||
Net income (loss)
|
| | | $ | 91,323 | | | | | $ | (59,601) | | | | | $ | (11,685) | | | | | $ | 20,037 | | | | | $ | 656,912 | | | | | $ | (192,648) | | | | | $ | (47,818) | | | | | $ | 416,446 | | |
Earnings (loss) per common share: | | ||||||||||||||||||||||||||||||||||||||||||||||||
Basic
|
| | | $ | 0.46 | | | | | $ | (1.63) | | | | | | | | | | | $ | 0.09 | | | | | $ | 3.32 | | | | | $ | (5.89) | | | | | | | | | | | $ | 1.86 | | |
Diluted
|
| | | $ | 0.45 | | | | | $ | (1.63) | | | | | | | | | | | $ | 0.09 | | | | | $ | 3.26 | | | | | $ | (5.89) | | | | | | | | | | | $ | 1.83 | | |
| | |
As of March 31, 2015
|
| |||||||||||||||||||||
| | |
Alexion
Historical |
| |
Synageva
Historical |
| |
Pro Forma
Adjustments |
| |
Pro Forma
Combined |
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Total assets
|
| | | $ | 4,414,925 | | | | | $ | 768,546 | | | | | $ | 7,164,311 | | | | | $ | 12,347,782 | | |
Total liabilities
|
| | | $ | 898,023 | | | | | $ | 33,420 | | | | | $ | 3,795,400 | | | | | $ | 4,726,843 | | |
Total stockholders’ equity
|
| | | $ | 3,516,902 | | | | | $ | 735,126 | | | | | $ | 3,368,911 | | | | | $ | 7,620,939 | | |
| | |
Alexion
Historical |
| |
Synageva
Historical |
| |
Pro Forma
Combined |
| |
Pro Forma
Equivalent Synageva Share |
| ||||||||||||
Net income (loss) per share attributable to common stockholders for the three months ended March 31, 2015:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic earnings (loss) per share
|
| | | $ | 0.46 | | | | | $ | (1.63) | | | | | $ | 0.09 | | | | | $ | 0.06 | | |
Diluted earnings (loss) per share
|
| | | $ | 0.45 | | | | | $ | (1.63) | | | | | $ | 0.09 | | | | | $ | 0.06 | | |
Cash dividends declared per share for the three months ended March 31, 2015
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Book value per share as of March 31, 2015
|
| | | $ | 17.61 | | | | | $ | 19.87 | | | | | $ | 33.75 | | | | | $ | 22.21 | | |
Net income (loss) per share attributable to common stockholders for the year ended December 31, 2014:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic earnings (loss) per share
|
| | | $ | 3.32 | | | | | $ | (5.89) | | | | | $ | 1.86 | | | | | $ | 1.22 | | |
Diluted earnings (loss) per share
|
| | | $ | 3.26 | | | | | $ | (5.89) | | | | | $ | 1.83 | | | | | $ | 1.20 | | |
Cash dividends declared per share for the year ended December 31, 2014
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | |
Impact on Illustrative
Value per Share |
|
Kanuma LAL-D WW Pricing
|
| |
$(31.11)/$26.95
|
|
Kanuma LAL-D Diagnosis Rate
|
| |
$(65.91)/$58.48
|
|
LAL-Athero Cumulative PoS
|
| |
$(9.01)/$4.51
|
|
LAL-NASH Cumulative PoS
|
| |
$(0.32)/$0.32
|
|
SBC-103 Cumulative PoS
|
| |
$(9.31)/$6.02
|
|
SBC-103 Pricing
|
| |
$(10.29)
|
|
| | |
Impact on Illustrative
Value per Share |
|
SBC-105 Cumulative PoS
|
| |
$(25.37)
|
|
SBC-105 Pricing
|
| |
$(26.70)/$10.66
|
|
Corporate Tax Rate
|
| |
$(6.96)/$6.96
|
|
Number of INDs per year 2017 onwards
|
| |
$(5.32)/$10.40
|
|
Platform Peak Sales per launched drug
|
| |
$(2.95)/$20.68
|
|
| | |
Illustrative Range
of Per Share Values |
|
Kanuma
|
| |
$90.64 – $111.69
|
|
SBC-103
|
| |
$14.14 – $19.06
|
|
SBC-105
|
| |
$39.62 – $53.38
|
|
Product Development Platform
|
| |
$20.93 – $59.72
|
|
Cash & Short-term Investments
|
| |
$22.06 – $21.89
|
|
NOLs
|
| |
$2.53 – $2.51
|
|
Unallocated Corporate Expenses
|
| |
$(16.37) – $(19.83)
|
|
Date Announced |
| |
Acquiror
|
| |
Target
|
| |
Implied
Premium |
| |||
03-30-2015 | | | Teva Pharmaceutical Industries Limited | | | Auspex Pharmaceuticals Inc. | | | | | 42% | | |
03-05-2015 | | | AbbVie Inc. | | | Pharmacyclics Inc. | | | | | 39% | | |
02-22-2015 | | | Valeant Pharmaceuticals International, Inc. | | | Salix Pharmaceuticals Ltd. | | | | | 50% | | |
01-11-2015 | | | Shire plc | | | NPS Pharmaceuticals Inc. | | | | | 51% | | |
12-08-2014 | | | Merck & Co., Inc. | | | Cubist Pharmaceuticals Inc. | | | | | 37% | | |
12-02-2014 | | | Otsuka Holdings Co., Limited | | | Avanir Pharmaceuticals Inc. | | | | | 13% | | |
10-09-2014 | | | Endo International plc | | |
Auxilium Pharmaceuticals Inc.
|
| | | | 55% | | |
08-24-2014 | | | Roche Holding AG | | | InterMune Inc. | | | | | 63% | | |
06-09-2014 | | | Merck & Co., Inc. | | | Idenix Pharmaceuticals Inc. | | | | | 239% | | |
04-07-2014 | | | Mallinckrodt plc | | |
Questcor Pharmaceuticals Inc.
|
| | | | 27% | | |
02-11-2014 | | | Mallinckrodt plc | | |
Cadence Pharmaceuticals Inc.
|
| | | | 26% | | |
12-19-2013 | | | Bayer AG | | | Algeta ASA | | | | | 37% | | |
11-11-2013 | | | Shire plc | | | ViroPharma Inc. | | | | | 64% | | |
11-07-2013 | | | Salix Pharmaceuticals, Limited | | | Santarus Inc. | | | | | 36% | | |
08-25-2013 | | | Amgen Inc. | | | Onyx Pharmaceuticals Inc. | | | | | 44% | | |
09-03-2012 | | | Valeant Pharmaceuticals International, Inc. | | | Medicis Pharmaceutical Corporation | | | | | 39% | | |
07-16-2012 | | | GlaxoSmithKline plc | | |
Human Genome Sciences Inc.
|
| | | | 99% | | |
06-29-2012 | | | Bristol-Myers Squibb Company | | | Amylin Pharmaceuticals Inc. | | | | | 101% | | |
01-25-2012 | | | Amgen Inc. | | | Micromet Inc. | | | | | 33% | | |
01-07-2012 | | | Bristol-Myers Squibb Company | | | Inhibitex Inc. | | | | | 163% | | |
05-02-2011 | | | Teva Pharmaceutical Industries Limited | | | Cephalon Inc. | | | | | 39% | | |
09-17-2010 | | | Johnson & Johnson | | | Crucell NV | | | | | 58% | | |
Date Announced |
| |
Acquiror
|
| |
Target
|
| |
Implied
Premium |
| |||
06-30-2010 | | | Celgene Corporation | | | Abraxis BioScience Inc. | | | | | 43% | | |
05-16-2010 | | | Astellas Pharma Inc. | | | OSI Pharmaceuticals Inc. | | | | | 55% | | |
High | | | | | | | | | | | 239% | | |
Mean | | | | | | | | | | | 61% | | |
Median | | | | | | | | | | | 43% | | |
Low | | | | | | | | | | | 13% | | |
| | |
2015
|
| |
2016
|
| |
2017
|
| |
2018
|
| |
2019
|
| |
2020
|
| |
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
2026
|
| |
2027
|
| |
2028
|
| |
2029
|
| |
2030
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
Total Sales
|
| | | $ | 11 | | | | | $ | 87 | | | | | $ | 302 | | | | | $ | 540 | | | | | $ | 754 | | | | | $ | 962 | | | | | $ | 1,212 | | | | | $ | 1,422 | | | | | $ | 1,873 | | | | | $ | 2,465 | | | | | $ | 3,075 | | | | | $ | 3,715 | | | | | $ | 4,390 | | | | | $ | 4,989 | | | | | $ | 5,573 | | | | | $ | 5,945 | | |
EBIT
|
| | | $ | (288) | | | | | $ | (222) | | | | | $ | (58) | | | | | $ | 133 | | | | | $ | 323 | | | | | $ | 387 | | | | | $ | 546 | | | | | $ | 675 | | | | | $ | 909 | | | | | $ | 1,136 | | | | | $ | 1,372 | | | | | $ | 1,615 | | | | | $ | 1,870 | | | | | $ | 2,101 | | | | | $ | 2,321 | | | | | $ | 2,480 | | |
Free Cash Flow
|
| | | | (299) | | | | | | (289) | | | | | | (142) | | | | | | 72 | | | | | | 263 | | | | | | 336 | | | | | | 478 | | | | | | 600 | | | | | | 741 | | | | | | 856 | | | | | | 1,054 | | | | | | 1,259 | | | | | | 1,472 | | | | | | 1,678 | | | | | | 1,867 | | | | | | 2,054 | | |
| | |
2015
|
| |
2016
|
| |
2017
|
| |
2018
|
| |
2019
|
| |
2020
|
| |
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
2026
|
| |
2027
|
| |
2028
|
| |
2029
|
| |
2030
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
Kanuma for LAL-
Deficiency |
| | | $ | 7 | | | | | $ | 84 | | | | | $ | 300 | | | | | $ | 539 | | | | | $ | 753 | | | | | $ | 947 | | | | | $ | 1,140 | | | | | $ | 1,274 | | | | | $ | 1,352 | | | | | $ | 1,417 | | | | | $ | 1,468 | | | | | $ | 1,511 | | | | | $ | 1,555 | | | | | $ | 1,601 | | | | | $ | 1,649 | | | | | $ | 1,697 | | |
Kanuma (for other indications)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 44 | | | | | | 93 | | | | | | 155 | | | | | | 225 | | | | | | 308 | | | | | | 328 | | | | | | 333 | | | | | | 337 | | |
SBC-103
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 16 | | | | | | 72 | | | | | | 148 | | | | | | 213 | | | | | | 273 | | | | | | 332 | | | | | | 392 | | | | | | 448 | | | | | | 490 | | | | | | 510 | | | | | | 518 | | |
SBC-105
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 226 | | | | | | 587 | | | | | | 949 | | | | | | 1,310 | | | | | | 1,671 | | | | | | 2,033 | | | | | | 2,394 | | | | | | 2,530 | | |
Total Product Revenue
|
| | | $ | 7 | | | | | $ | 84 | | | | | $ | 300 | | | | | $ | 539 | | | | | $ | 753 | | | | | $ | 962 | | | | | $ | 1,212 | | | | | $ | 1,422 | | | | | $ | 1,835 | | | | | $ | 2,371 | | | | | $ | 2,902 | | | | | $ | 3,438 | | | | | $ | 3,982 | | | | | $ | 4,452 | | | | | $ | 4,886 | | | | | $ | 5,082 | | |
Platform Revenue
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 38 | | | | | | 95 | | | | | | 173 | | | | | | 276 | | | | | | 409 | | | | | | 537 | | | | | | 687 | | | | | | 863 | | |
Other Revenue
|
| | | $ | 4 | | | | | $ | 3 | | | | | $ | 2 | | | | | $ | 1 | | | | | $ | 1 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Total Sales
|
| | | $ | 11 | | | | | $ | 87 | | | | | $ | 302 | | | | | $ | 540 | | | | | $ | 754 | | | | | $ | 962 | | | | | $ | 1,212 | | | | | $ | 1,422 | | | | | $ | 1,873 | | | | | $ | 2,465 | | | | | $ | 3,075 | | | | | $ | 3,715 | | | | | $ | 4,390 | | | | | $ | 4,989 | | | | | $ | 5,573 | | | | | $ | 5,945 | | |
Name of Executive Officer or Director |
| |
Number of
Shares Subject to Vested Stock Option |
| |
Cash
Consideration for Vested Stock Options ($)(1) |
| |
Number of
Alexion Common Shares Received for Vested Stock Options |
| |
Number of
Shares Subject to Unvested Stock Options |
| |
Cash
Consideration for Unvested Stock Options ($)(1) |
| |
Number of
Alexion Common Shares Received for Unvested Stock Options |
| |
Total
Value of Stock Options ($)(2) |
| |||||||||||||||||||||
Felix J. Baker
|
| | | | 52,622 | | | | | | 5,107,991 | | | | | | 29,231 | | | | | | 628 | | | | | | 46,990 | | | | | | 269 | | | | | | 9,919,281 | | |
Robert Bazemore
|
| | | | — | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | 4,172,250 | | | | | | 23,876 | | | | | | 8,028,297 | | |
Stephen R. Biggar
|
| | | | 36,872 | | | | | | 3,487,722 | | | | | | 19,959 | | | | | | 628 | | | | | | 46,990 | | | | | | 269 | | | | | | 6,801,539 | | |
Carsten Boess
|
| | | | 48,887 | | | | | | 4,658,809 | | | | | | 26,661 | | | | | | 69,272 | | | | | | 5,998,321 | | | | | | 34,236 | | | | | | 20,506,586 | | |
Stephen R. Davis
|
| | | | 52,872 | | | | | | 5,179,247 | | | | | | 29,639 | | | | | | 628 | | | | | | 46,990 | | | | | | 269 | | | | | | 10,056,393 | | |
Thomas R. Malley
|
| | | | 44,298 | | | | | | 4,338,119 | | | | | | 24,825 | | | | | | 628 | | | | | | 46,990 | | | | | | 269 | | | | | | 8,437,884 | | |
Sanj K. Patel
|
| | | | 333,384 | | | | | | 32,396,397 | | | | | | 185,392 | | | | | | 221,180 | | | | | | 19,378,490 | | | | | | 110,896 | | | | | | 99,625,897 | | |
Barry Quart
|
| | | | 29,248 | | | | | | 2,772,324 | | | | | | 15,865 | | | | | | 628 | | | | | | 46,990 | | | | | | 269 | | | | | | 5,424,959 | | |
Anthony G. Quinn
|
| | | | 121,003 | | | | | | 12,373,405 | | | | | | 70,808 | | | | | | 76,668 | | | | | | 6,656,276 | | | | | | 38,091 | | | | | | 36,617,156 | | |
Thomas J. Tisch
|
| | | | 28,538 | | | | | | 2,566,026 | | | | | | 14,684 | | | | | | 1,462 | | | | | | 125,912 | | | | | | 721 | | | | | | 5,179,860 | | |
Glen Williams
|
| | | | 12,084 | | | | | | 913,697 | | | | | | 5,229 | | | | | | 67,918 | | | | | | 5,650,898 | | | | | | 32,338 | | | | | | 12,631,678 | | |
Peter Wirth
|
| | | | 28,538 | | | | | | 2,566,026 | | | | | | 14,684 | | | | | | 1,462 | | | | | | 125,912 | | | | | | 721 | | | | | | 5,179,860 | | |
Name of Executive
|
| |
Number
of Single Trigger RSUs |
| |
Cash
Consideration for Single Trigger RSUs ($)(1) |
| |
Value of
Stock Consideration Received for Single Trigger RSUs ($)(2) |
| |
Number
of Shares of Alexion Common Stock Received for RSUs |
| |
Number
of Shares Underlying Double Trigger Rolled 2015 RSUs Awards |
| |
Number of
Alexion RSUs to be Received in respect of Double Trigger Rolled 2015 RSUs Awards(3) |
| |
Value of
Alexion RSUs Received in respect of Double Trigger Rolled 2015 RSUs Awards ($)(4) |
| |
Aggregate
Value of Single Trigger Transaction Consideration Paid and Double Trigger Alexion RSUs Received for RSUs ($)(5) |
| ||||||||||||||||||||||||
Robert Bazemore
|
| | | | 32,500 | | | | | | 3,737,500 | | | | | | 3,454,245 | | | | | | 21,388 | | | | | | 2,500 | | | | | | 3,425 | | | | | | 553,211 | | | | | | 7,744,956 | | |
Carsten Boess
|
| | | | 12,000 | | | | | | 1,380,000 | | | | | | 1,275,414 | | | | | | 7,897 | | | | | | 12,000 | | | | | | 16,442 | | | | | | 2,655,414 | | | | | | 5,310,827 | | |
Sanj K. Patel
|
| | | | 36,000 | | | | | | 4,140,000 | | | | | | 3,826,241 | | | | | | 23,692 | | | | | | 36,000 | | | | | | 49,326 | | | | | | 7,966,241 | | | | | | 15,932,482 | | |
Anthony G. Quinn
|
| | | | 13,500 | | | | | | 1,552,500 | | | | | | 1,434,840 | | | | | | 8,884 | | | | | | 13,500 | | | | | | 18,497 | | | | | | 2,987,340 | | | | | | 5,974,681 | | |
Glen Williams
|
| | | | 12,750 | | | | | | 1,466,250 | | | | | | 1,355,127 | | | | | | 8,391 | | | | | | 12,750 | | | | | | 17,470 | | | | | | 2,821,377 | | | | | | 5,642,754 | | |
|
By mail:
|
| |
By express mail,
courier or any other expedited service: |
|
|
Computershare
C/O Voluntary Offers P.O. Box 43011 Providence, RI 02940-3011 |
| |
Computershare
C/O Voluntary Offers 250 Royall Street, Suite V Canton, MA 02021 |
|
| | |
Alexion Common Stock
|
| |
Synageva Common Stock
|
| ||||||||||||||||||||||||||||||
| | |
High
|
| |
Low
|
| |
Dividend
|
| |
High
|
| |
Low
|
| |
Dividend
|
| ||||||||||||||||||
2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
First Calendar Quarter
|
| | | $ | 95.01 | | | | | $ | 69.82 | | | | | | N/A | | | | | $ | 39.33 | | | | | $ | 24.50 | | | | | | N/A | | |
Second Calendar Quarter
|
| | | $ | 99.70 | | | | | $ | 81.28 | | | | | | N/A | | | | | $ | 42.38 | | | | | $ | 32.70 | | | | | | N/A | | |
Third Calendar Quarter
|
| | | $ | 116.43 | | | | | $ | 94.80 | | | | | | N/A | | | | | $ | 56.88 | | | | | $ | 39.89 | | | | | | N/A | | |
Fourth Calendar Quarter
|
| | | $ | 119.54 | | | | | $ | 86.20 | | | | | | N/A | | | | | $ | 58.00 | | | | | $ | 41.49 | | | | | | N/A | | |
2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
First Calendar Quarter
|
| | | $ | 103.20 | | | | | $ | 81.82 | | | | | | N/A | | | | | $ | 56.36 | | | | | $ | 45.49 | | | | | | N/A | | |
Second Calendar Quarter
|
| | | $ | 108.13 | | | | | $ | 87.01 | | | | | | N/A | | | | | $ | 55.38 | | | | | $ | 38.58 | | | | | | N/A | | |
Third Calendar Quarter
|
| | | $ | 125.65 | | | | | $ | 93.34 | | | | | | N/A | | | | | $ | 64.00 | | | | | $ | 41.90 | | | | | | N/A | | |
Fourth Calendar Quarter
|
| | | $ | 133.75 | | | | | $ | 100.89 | | | | | | N/A | | | | | $ | 70.50 | | | | | $ | 44.54 | | | | | | N/A | | |
2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
First Calendar Quarter
|
| | | $ | 185.43 | | | | | $ | 126.76 | | | | | | N/A | | | | | $ | 119.42 | | | | | $ | 63.03 | | | | | | N/A | | |
Second Calendar Quarter
|
| | | $ | 172.50 | | | | | $ | 136.37 | | | | | | N/A | | | | | $ | 108.24 | | | | | $ | 68.99 | | | | | | N/A | | |
Third Calendar Quarter
|
| | | $ | 173.70 | | | | | $ | 154.38 | | | | | | N/A | | | | | $ | 98.61 | | | | | $ | 60.19 | | | | | | N/A | | |
Fourth Calendar Quarter
|
| | | $ | 203.30 | | | | | $ | 155.01 | | | | | | N/A | | | | | $ | 98.38 | | | | | $ | 63.42 | | | | | | N/A | | |
2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
First Calendar Quarter
|
| | | $ | 193.27 | | | | | $ | 171.08 | | | | | | N/A | | | | | $ | 122.88 | | | | | $ | 89.16 | | | | | | N/A | | |
Second Calendar Quarter (through June 17, 2015)
|
| | | $ | 189.18 | | | | | $ | 150.06 | | | | | | N/A | | | | | $ | 232.50 | | | | | $ | 87.46 | | | | | | N/A | | |
| | |
Per-Share Synageva
Closing Price |
| |
Per-Share Alexion
Closing Price |
| |
Implied Transaction Value of
Synageva Share |
| |||||||||
May 5, 2015
|
| | | $ | 95.87 | | | | | $ | 168.55 | | | | | $ | 225.92 | | |
June 17, 2015
|
| | | $ | 231.74 | | | | | $ | 179.81 | | | | | $ | 233.33 | | |
| | |
Alexion
Pharmaceuticals, Inc. |
| |
Synageva
BioPharma Corp. after reclassifications (Note 4) |
| |
Pro Forma
Adjustments (Note 5) |
| |
Pro Forma
Combined |
| ||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Current Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Cash and cash equivalents
|
| | | $ | 916,814 | | | | | $ | 98,577 | | | | | $ | (3,800,000)(a) | | | | | $ | 472,491 | | | ||||
| | | | | | | | | | | | | | | | | (155,000)(b) | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | (42,400)(c) | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | 150,000(h) | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | 500,000(h) | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | 2,850,000(h) | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | (45,500)(h) | | | | | | | | | ||||
Marketable securities
|
| | | | 1,008,278 | | | | | | 611,984 | | | | | | (775,160)(a) | | | | | | 845,102 | | | ||||
Trade accounts receivable, net
|
| | | | 479,883 | | | | | | — | | | | | | — | | | | | | 479,883 | | | ||||
Inventories
|
| | | | 174,498 | | | | | | — | | | | | | 25,000(d) | | | | | | 199,498 | | | ||||
Prepaid expenses and other current assets
|
| | | | 273,514 | | | | | | 11,717 | | | | | | — | | | | | | 285,231 | | | ||||
Total current assets
|
| | | | 2,852,987 | | | | | | 722,278 | | | | | | (1,293,060) | | | | | | 2,282,205 | | | ||||
Property, plant and equipment, net
|
| | | | 440,487 | | | | | | 31,917 | | | | | | — | | | | | | 472,404 | | | ||||
Intangible assets, net
|
| | | | 587,035 | | | | | | 1,781 | | | | | | 4,213,000(e) | | | | | | 4,801,816 | | | ||||
Goodwill | | | | | 254,073 | | | | | | 8,535 | | | | | | 4,052,951(f) | | | | | | 4,307,024 | | | ||||
| | | | | | | | | | | | | | | | | (8,535)(f) | | | | | | | | | ||||
Other assets
|
| | | | 280,343 | | | | | | 4,035 | | | | | | 41,855(c) | | | | | | 484,333 | | | ||||
| | | | | | | | | | | | | | | | | 158,100(g) | | | | | | | | | ||||
Total assets
|
| | | $ | 4,414,925 | | | | | $ | 768,546 | | | | | $ | 7,164,311 | | | | | $ | 12,347,782 | | | ||||
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Current Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Accounts payable
|
| | | $ | 52,869 | | | | | $ | 2,080 | | | | | | — | | | | | $ | 54,949 | | | ||||
Accrued expenses
|
| | | | 308,407 | | | | | | 24,801 | | | | | | (55,800)(b) | | | | | | 277,408 | | | ||||
Deferred revenue
|
| | | | 106,616 | | | | | | — | | | | | | — | | | | | | 106,616 | | | ||||
Current portion of long-term debt
|
| | | | 45,500 | | | | | | — | | | | | | 150,000(h) | | | | | | 150,000 | | | ||||
| | | | | | | | | | | | | | | | | (45,500)(h) | | | | | | | | | ||||
Other current liabilities
|
| | | | 67,047 | | | | | | 971 | | | | | | — | | | | | | 68,018 | | | ||||
Total current liabilities
|
| | | | 580,439 | | | | | | 27,852 | | | | | | 48,700 | | | | | | 656,991 | | | ||||
Long-term debt, less current portion
|
| | | | — | | | | | | — | | | | | | 2,850,000(h) | | | | | | 3,350,000 | | | ||||
| | | | | | | | | | | | | | | | | 500,000(h) | | | | | | | | | ||||
Contingent consideration
|
| | | | 126,862 | | | | | | — | | | | | | — | | | | | | 126,862 | | | ||||
Facility lease obligation
|
| | | | 114,912 | | | | | | — | | | | | | — | | | | | | 114,912 | | | ||||
Other liabilities
|
| | | | 75,810 | | | | | | 5,568 | | | | | | 396,700(i) | | | | | | 478,078 | | | ||||
Total liabilities
|
| | | $ | 898,023 | | | | | $ | 33,420 | | | | | | 3,795,400 | | | | | | 4,726,843 | | | ||||
Stockholders’ Equity: | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Preferred stock
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | ||||
Common stock
|
| | | | 20 | | | | | | 37 | | | | | | 26(j) | | | | | | 46 | | | ||||
| | | | | | | | | | | | | | | | | (37)(k) | | | | | | | | | ||||
Additional paid-in-capital
|
| | | | 2,713,050 | | | | | | 1,241,853 | | | | | | 4,203,756(j) | | | | | | 6,916,806 | | | ||||
| | | | | | | | | | | | | | | | | (1,241,853)(k) | | | | | | | | | ||||
Treasury stock
|
| | | | (442,990) | | | | | | — | | | | | | — | | | | | | (442,990) | | | ||||
Accumulated other comprehensive income (loss)
|
| | | | 119,489 | | | | | | (276) | | | | | | (468)(l) | | | | | | 119,021 | | | ||||
| | | | | | | | | | | | | | | | | 276(k) | | | | | | | | | ||||
Retained earnings/(accumulated deficit)
|
| | | | 1,127,333 | | | | | | (506,488) | | | | | | (99,200)(b) | | | | | | 1,028,056 | | | ||||
| | | | | | | | | | | | | | | | | (545)(c) | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | 506,488(k) | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | 468(l) | | | | | | | | | ||||
Total stockholders’ equity
|
| | | | 3,516,902 | | | | | | 735,126 | | | | | | 3,368,911 | | | | | | 7,620,939 | | | ||||
Total liabilities and stockholders’ equity
|
| | | $ | 4,414,925 | | | | | $ | 768,546 | | | | | $ | 7,164,311 | | | | | $ | 12,347,782 | | | ||||
|
| | |
Alexion
Pharmaceuticals, Inc. |
| |
Synageva
BioPharma Corp. after reclassifications (Note 4) |
| |
Pro Forma
Adjustments (Note 5) |
| |
Pro Forma
Combined |
| ||||||||||||
Net product sales
|
| | | $ | 600,333 | | | | | $ | — | | | | | $ | — | | | | | $ | 600,333 | | |
Other revenue
|
| | | | — | | | | | | 927 | | | | | | — | | | | | | 927 | | |
Total revenues
|
| | | | 600,333 | | | | | | 927 | | | | | | — | | | | | | 601,260 | | |
Cost of sales
|
| | | | 69,399 | | | | | | — | | | | | | — | | | | | | 69,399 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | | 221,080 | | | | | | 38,207 | | | | | | — | | | | | | 259,287 | | |
Selling, general and administrative
|
| | | | 187,116 | | | | | | 21,671 | | | | | | — | | | | | | 208,787 | | |
Acquisition-related costs
|
| | | | 11,979 | | | | | | — | | | | | | — | | | | | | 11,979 | | |
Restructuring expenses
|
| | | | 7,052 | | | | | | — | | | | | | — | | | | | | 7,052 | | |
Amortization of purchased intangible assets
|
| | | | — | | | | | | 222 | | | | | | — | | | | | | 222 | | |
Total operating expenses
|
| | | | 427,227 | | | | | | 60,100 | | | | | | — | | | | | | 487,327 | | |
Operating income (loss)
|
| | | | 103,707 | | | | | | (59,173) | | | | | | — | | | | | | 44,534 | | |
Other income and expense: | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment income
|
| | | | 2,884 | | | | | | 83 | | | | | | — | | | | | | 2,967 | | |
Interest expense
|
| | | | (651) | | | | | | — | | | | | | (18,258)(m) | | | | | | (18,909) | | |
Foreign currency gain
|
| | | | 1,005 | | | | | | — | | | | | | — | | | | | | 1,005 | | |
Other expense
|
| | | | — | | | | | | (252) | | | | | | — | | | | | | (252) | | |
Income (loss) before income taxes
|
| | | | 106,945 | | | | | | (59,342) | | | | | | (18,258) | | | | | | 29,345 | | |
Income tax provision
|
| | | | 15,622 | | | | | | 259 | | | | | | (6,573)(n) | | | | | | 9,308 | | |
Net income (loss)
|
| | | $ | 91,323 | | | | | $ | (59,601) | | | | | $ | (11,685) | | | | | $ | 20,037 | | |
Earnings per common share | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 0.46 | | | | | | | | | | | | | | | | | $ | 0.09(o) | | |
Diluted
|
| | | $ | 0.45 | | | | | | | | | | | | | | | | | $ | 0.09(o) | | |
Shares used in computing earnings
per common share |
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 199,361 | | | | | | | | | | | | | | | | | | 225,543(o) | | |
Diluted
|
| | | | 202,034 | | | | | | | | | | | | | | | | | | 228,487(o) | | |
| | |
Alexion
Pharmaceuticals, Inc. |
| |
Synageva
BioPharma Corp. after reclassifications (Note 4) |
| |
Pro Forma
Adjustments (Note 5) |
| |
Pro Forma
Combined |
| ||||||||||||
Net product sales
|
| | | $ | 2,233,733 | | | | | $ | — | | | | | $ | — | | | | | $ | 2,233,733 | | |
Other Revenue
|
| | | | — | | | | | | 6,492 | | | | | | — | | | | | | 6,492 | | |
Total revenues
|
| | | | 2,233,733 | | | | | | 6,492 | | | | | | — | | | | | | 2,240,225 | | |
Cost of sales
|
| | | | 173,862 | | | | | | — | | | | | | — | | | | | | 173,862 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | | 513,782 | | | | | | 142,638 | | | | | | — | | | | | | 656,420 | | |
Selling, general and administrative
|
| | | | 630,209 | | | | | | 54,498 | | | | | | — | | | | | | 684,707 | | |
Acquisition-related costs
|
| | | | 20,295 | | | | | | — | | | | | | — | | | | | | 20,295 | | |
Impairment of intangible assets
|
| | | | 11,514 | | | | | | — | | | | | | — | | | | | | 11,514 | | |
Restructuring expenses
|
| | | | 15,365 | | | | | | — | | | | | | — | | | | | | 15,365 | | |
Amortization of purchased intangible assets
|
| | | | — | | | | | | 1,489 | | | | | | — | | | | | | 1,489 | | |
Total operating expenses
|
| | | | 1,191,165 | | | | | | 198,625 | | | | | | — | | | | | | 1,389,790 | | |
Operating income (loss)
|
| | | | 868,706 | | | | | | (192,133) | | | | | | — | | | | | | 676,573 | | |
Other income and expense: | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment income
|
| | | | 8,373 | | | | | | 263 | | | | | | — | | | | | | 8,636 | | |
Interest expense
|
| | | | (2,982) | | | | | | — | | | | | | (74,715)(m) | | | | | | (77,697) | | |
Foreign currency loss
|
| | | | (1,990) | | | | | | — | | | | | | — | | | | | | (1,990) | | |
Other expense
|
| | | | — | | | | | | (238) | | | | | | — | | | | | | (238) | | |
Income (loss) before income taxes
|
| | | | 872,107 | | | | | | (192,108) | | | | | | (74,715) | | | | | | 605,284 | | |
Income tax provision
|
| | | | 215,195 | | | | | | 540 | | | | | | (26,897)(n) | | | | | | 188,838 | | |
Net income (loss)
|
| | | $ | 656,912 | | | | | $ | (192,648) | | | | | $ | (47,818) | | | | | $ | 416,446 | | |
Earnings per common share | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 3.32 | | | | | | | | | | | | | | | | | $ | 1.86(o) | | |
Diluted
|
| | | $ | 3.26 | | | | | | | | | | | | | | | | | $ | 1.83(o) | | |
Shares used in computing earnings
per common share |
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 198,103 | | | | | | | | | | | | | | | | | | 224,285(o) | | |
Diluted
|
| | | | 201,623 | | | | | | | | | | | | | | | | | | 228,076(o) | | |
| | |
At March 31, 2015
|
| |||||||||||||||
| | |
Synageva before
reclassification |
| |
Reclassifications
|
| |
Synageva after
reclassifications |
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Short-term investments
|
| | | $ | 611,984 | | | | | $ | (611,984) | | | | | $ | — | | |
Marketable securities
|
| | | | — | | | | | | 611,984 | | | | | | 611,984 | | |
Accounts receivable
|
| | | | 926 | | | | | | (926) | | | | | | — | | |
Prepaid expenses and other current assets
|
| | | | 10,791 | | | | | | 926 | | | | | | 11,717 | | |
Developed technology, net
|
| | | | 1,781 | | | | | | (1,781) | | | | | | — | | |
Intangible assets, net
|
| | | | — | | | | | | 1,781 | | | | | | 1,781 | | |
| | |
For the three months ended March 31, 2015
|
| |||||||||||||||
| | |
Synageva before
reclassification |
| |
Reclassifications
|
| |
Synageva after
reclassification |
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Royalty revenue
|
| | | $ | 927 | | | | | $ | (927) | | | | | $ | — | | |
Other revenue
|
| | | | — | | | | | | 927 | | | | | | 927 | | |
Amortization of developed technology
|
| | | | 222 | | | | | | (222) | | | | | | — | | |
Amortization of purchased intangible assets
|
| | | | — | | | | | | 222 | | | | | | 222 | | |
Interest income, net
|
| | | | 83 | | | | | | (83) | | | | | | — | | |
Investment income
|
| | | | — | | | | | | 83 | | | | | | 83 | | |
| | |
For the year ended December 31, 2014
|
| |||||||||||||||
| | |
Synageva before
reclassification |
| |
Reclassifications
|
| |
Synageva after
reclassifications |
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Royalty revenue
|
| | | $ | 6,000 | | | | | $ | (6,000) | | | | | $ | — | | |
Collaboration and license revenue
|
| | | | 492 | | | | | | (492) | | | | | | — | | |
Other revenue
|
| | | | — | | | | | | 6,492 | | | | | | 6,492 | | |
Amortization of developed technology
|
| | | | 1,489 | | | | | | (1,489) | | | | | | — | | |
Amortization of purchased intangible assets
|
| | | | — | | | | | | 1,489 | | | | | | 1,489 | | |
Interest income, net
|
| | | | 263 | | | | | | (263) | | | | | | — | | |
Investment income
|
| | | | — | | | | | | 263 | | | | | | 263 | | |
|
Fair value of shares of Alexion common stock to be issued to Synageva stockholders
|
| | | $ | 4,203,782(j) | | |
|
Cash consideration to be paid to Synageva stockholders and equity award
holders |
| | | | 4,575,160(a) | | |
|
Fair value of total consideration
|
| | | $ | 8,778,942 | | |
|
Cash and cash equivalents
|
| | | $ | 98,577 | | |
|
Marketable securities
|
| | | | 611,984 | | |
|
Inventory
|
| | | | 25,000(d) | | |
|
Other current assets
|
| | | | 11,717 | | |
|
In-process research and development (IPR&D)
|
| | | | 4,213,000(e) | | |
|
Deferred tax assets
|
| | | | 158,100(g) | | |
|
Other non-current assets
|
| | | | 37,733 | | |
|
Asset acquired
|
| | | | 5,156,111 | | |
|
Deferred tax liabilities
|
| | | | (396,700)(i) | | |
|
Other liabilities assumed
|
| | | | (33,420) | | |
|
Liabilities assumed
|
| | | | (430,120) | | |
|
Goodwill
|
| | | | 4,052,951(f) | | |
|
Total allocated purchase price
|
| | | $ | 8,778,942 | | |
|
Short-term portion of debt issued
|
| | | $ | 150,000 | | |
|
Borrowings under revolving credit facility
|
| | | | 500,000 | | |
|
Refinance of Alexion’s outstanding debt
|
| | | | (45,500) | | |
|
Long-term debt issued
|
| | | | 2,850,000 | | |
|
Synageva shares outstanding and shares expected to be issued in respect of Synageva equity awards
|
| | | | 39,784 | | | |
|
Share conversion
|
| | | | 0.6581 | | | |
|
Shares of Alexion common stock to be issued
|
| | | | 26,182 | | | |
|
Closing price per share of Alexion common stock on May 15, 2015
|
| | | $ | 160.56 | | | |
|
Value of share consideration
|
| | | $ | 4,203,782 | | | |
|
|
SYNAGEVA
|
| |
ALEXION
|
|
|
Authorized Capital Stock
|
| |||
| The certificate of incorporation of Synageva, as amended (its “charter”), authorizes Synageva to issue 70,000,000 shares of its capital stock divided into two classes: 60,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. There is a pending proposal, submitted for stockholder vote at Synageva’s 2015 annual meeting of stockholders, to increase the number of authorized shares of common stock available for issuance by 60,000,000. As previously announced, Synageva’s 2015 annual meeting has been delayed indefinitely. | | | The charter of Alexion authorizes Alexion to issue 295,000,000 shares of its capital stock divided into two classes: 290,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share. | |
| Synageva preferred stock may be issued from time to time in one or more series. | | | Alexion preferred stock may be issued from time to time in one or more series. | |
| As of May 15, 2015, there were 37,225,329 shares of Synageva common stock issued and outstanding (and no shares held in treasury), and no shares of preferred stock issued or outstanding. | | | As of May 15, 2015, there were 199,624,906 shares of Alexion common stock outstanding (excluding 3,355,580 shares held in treasury), and no shares of preferred stock issued or outstanding. | |
|
SYNAGEVA
|
| |
ALEXION
|
|
|
Dividends
|
| |||
| Synageva’s charter provides that dividends may be paid on common stock from legally available funds, when and if determined by the Synageva board of directors and subject to any preferential dividend rights on any then-outstanding preferred stock. Synageva’s charter also permits the Synageva board of directors to designate preferred stock and in connection with such designation fix dividend rights. | | | Subject to any preferences that may apply to any shares of preferred stock outstanding at the time, holders of Alexion’s common stock are entitled to share ratably in any dividends declared by Alexion’s board of directors on the common stock and paid out of legally available assets. Alexion’s charter also permits the Alexion board of directors to designate preferred stock and in connection with such designation fix dividend rights. | |
|
Liquidation Rights
|
| |||
| Synageva’s charter provides that upon a voluntary or involuntary liquidation or dissolution, holders of common stock are entitled to receive all assets of Synageva available for distribution subject to any preferential liquidation rights on any then-outstanding preferred stock. Synageva’s charter permits the Synageva board of directors to designate preferred stock and in connection with such designation fix liquidation rights. | | | Pursuant to Section 281 of the DGCL, subject to any preferential rights of any outstanding preferred stock, in the event of Alexion’s liquidation, dissolution or winding up, holders of Alexion’s common stock are entitled to share ratably in the assets remaining after payment of liabilities and the liquidation preferences of any outstanding preferred stock. Alexion’s charter permits the Alexion board of directors to designate preferred stock and in connection with such designation fix liquidation rights. | |
|
Voting Rights
|
| |||
| Synageva’s charter provides that each holder of common stock is entitled to one vote for each share held, and Synageva’s bylaws provide that each holder of a fractional share of common stock is entitled to a proportionate vote for each fractional share held. Synageva’s charter permits the Synageva board of directors to designate preferred stock and in connection with such designation fix voting rights. | | | Alexion’s charter provides that each holder of common stock is entitled to one vote for each share held. Alexion’s charter permits the Alexion board of directors to designate preferred stock and in connection with such designation fix voting rights. | |
|
Conversion Rights
|
| |||
| Synageva’s charter permits the Synageva board of directors to designate preferred stock and in connection with such designation fix conversion rights. | | | Alexion’s charter permits the Alexion board of directors to designate preferred stock and in connection with such designation fix conversion rights. | |
|
Size of Board of Directors
|
| |||
| Synageva’s charter provides that the board of directors will consist of no less than three directors with the exact number to be determined as provided in Synageva’s bylaws. Synageva’s bylaws provide that the exact number of members of the board of directors is to be determined by a resolution of the Synageva board of directors. | | | Alexon’s charter does not restrict or limit the number of directors that may sit on Alexion’s board of directors. Alexion’s bylaws provide that the number of members of Alexion’s board of directors will be resolved from time to time by a majority of the then-authorized number of directors. | |
|
Structure and Term of Board of Directors
|
| |||
| Synageva’s board of directors is not classified. Directors are elected annually. | | | Alexion’s board of directors is not classified. Directors are elected annually. | |
|
SYNAGEVA
|
| |
ALEXION
|
|
|
Vacancies on Board of Directors
|
| |||
| Synageva’s charter provides that any vacancy on the board of directors of Synageva will be filled by a majority vote of the directors then in office. | | | Alexion’s bylaws provide that any vacancy on the board of directors of Alexion will be filled by a majority of the directors then in office or by Alexion stockholders. | |
|
Election of Directors
|
| |||
| Synageva’s charter provides that the affirmative vote of a majority of stockholders present or represented at a stockholder meeting is required to elect each director. | | | Alexion’s bylaws provide that in an uncontested election, a director nominee will be elected if the votes cast “for” such nominee exceed the votes cast “against” such nominee, with “abstentions” and “broker non-votes” not counted as a vote cast either “for” or “against” such nominee’s election. In a contested election, directors will be elected by a plurality of the votes cast. Cumulative voting is prohibited. | |
|
Removal of Directors
|
| |||
| Synageva’s charter provides that the affirmative vote of 75% of all eligible votes present in person or by proxy at a meeting of stockholders at which a quorum is present is required to (i) remove a director from office with cause (unless such director is elected by a separate voting group, in which case only members of that voting group may participate in a vote to remove him or her) or (ii) remove a director from office without cause, provided that removal without cause is recommended to the stockholders by the board of directors pursuant to a vote of not less than 75% of the directors then in office (unless such director is elected by a separate voting group, in which case only members of that voting group may participate in a vote to remove him or her). | | | Alexion’s bylaws provide that a director may be removed with or without cause by a vote of a majority of shares then entitled to vote with respect to the election of directors. | |
|
Stockholder Action by Written Consent
|
| |||
| Synageva’s charter does not allow stockholders to act by written consent. | | | Alexion’s bylaws provide that stockholders may act by written consent, if a consent in writing, setting forth the action to be taken, is signed by the holders of outstanding Alexion common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of Alexion stockholders at which all shares entitled to vote thereon were present and voted. | |
|
Supermajority Provisions
|
| |||
| Synageva’s charter provides that the affirmative vote of 75% of all eligible votes present in person or by proxy at a meeting of stockholders at which a quorum is present is required to (i) remove a director from office with cause (unless such director is elected by a separate voting group, in which case only members of that voting group may participate in a vote to remove him or her) or (ii) remove a director from office without cause, provided that | | | None. | |
|
SYNAGEVA
|
| |
ALEXION
|
|
| removal without cause is recommended to the stockholders by the board of directors pursuant to a vote of not less than 75% of the directors then in office (unless such director is elected by a separate voting group, in which case only members of that voting group may participate in a vote to remove him or her). | | | | |
| Synageva’s charter also provides that, unless such amendment or repeal is approved by resolution adopted by two-thirds of all disinterested directors in office, the affirmative vote of 75% of the shares of Synageva issued and outstanding capital stock entitled to vote is required to amend, repeal or adopt any provision inconsistent with (i) Article 11 of Synageva’s charter regarding the management of the business and conduct of the affairs of Synageva, (ii) the prohibition on stockholder action by written consent or (iii) the mandate that special meetings of stockholders may be called only by the chairman of the board of directors, the chief executive officer or the board of directors and limiting business at special meetings to that relating to the purposes stated in the notice of meeting. | | | | |
| Synageva’s bylaws provide that the affirmative vote of 75% of the shares of Synageva issued and outstanding capital stock entitled to vote is required to amend or repeal, or to adopt any provision inconsistent with (i) the mandate that special meetings of stockholders may be called only by the chairman of the board of directors, the chief executive officer or the board of directors and limiting business at special meetings to that relating to the purposes stated in the notice of meeting, (ii) the process set forth in Synageva’s bylaws for nominating directors, (iii) the process set forth in Synageva’s bylaws for properly bringing business before the annual meeting of stockholders, (iv) the prohibition on stockholder action by written consent, (v) the process for calling stockholder meetings to order, (vi) Article 2 of Synageva’s bylaws regarding directors and (vii) Article 6 of Synageva’s bylaws regarding amendments to Synageva’s bylaws. | | | | |
|
Special Meetings of Stockholders
|
| |||
| Special meetings of Synageva’s stockholders may be called only by the Chairman of the board of directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or the board of directors. Stockholders may not call special meetings. | | | Special meetings of Alexion’s stockholders may be called only by the Chairman of the board of directors, the President, the Secretary or a majority of the board of directors, or upon the written request of stockholders who together own of record 50% of the outstanding stock of all classes entitled to vote at such meeting. | |
|
SYNAGEVA
|
| |
ALEXION
|
|
|
Stockholder Proposals and Nominations for Candidates for Election
|
| |||
| Synageva’s bylaws allow stockholders to propose business to be brought before a stockholder meeting, including nominations for the election of directors, subject to timely and proper notice of such business in accordance with the requirements set forth in Synageva’s bylaws. | | | Alexion’s bylaws allow stockholders to propose business to be brought before a stockholder meeting, including nominations for the election of directors, subject to timely and proper notice of such business in accordance with the requirements set forth in Alexion’s bylaws. | |
| To be timely, a stockholder’s notice must be delivered to the secretary of Synageva at Synageva’s principal executive offices not less than 60 days and not more than 90 days prior to a stockholder meeting, unless less than 70 days’ notice of the date of such meeting is given to stockholders, in which event, such notice must be mailed or delivered to the secretary not later than the close of business on the 10th day following the date on which the notice of the meeting was mailed or public disclosure of the meeting was made, whichever occurs first. | | | To be timely, a stockholder’s notice must be delivered to the secretary of Alexion at Alexion’s principal executive offices not earlier than the close of business on the 120th day prior to the date of such meeting and not later than the close of business on the later of the 90th day prior to the date of such meeting or, if the first public announcement of the date of such meeting is less than 100 days prior to the date of such meeting, the 10th day following the day on which public announcement is first made of the date of the meeting. | |
| Synageva’s bylaws also require that a stockholder’s notice must set forth certain information with respect to the stockholder and, if applicable, the stockholder’s nominee for the board of directors or a brief description of the business to be conducted. | | | Alexion’s bylaws also require that a stockholder’s notice must set forth certain information with respect to the stockholder and, if applicable, the stockholder’s nominee for the board of directors or a brief description of the business to be conducted. | |
| Additionally, any stockholder proposal that complies with Rule 14a-8 promulgated under the Exchange Act and is to be included in Synageva’s proxy statement for an annual meeting of stockholders will be deemed to comply with the requirements of Synageva’s bylaws related to non-director related business brought before a stockholder meeting. | | | Additionally, any stockholder proposal that complies with Rule 14a-8 promulgated under the Exchange Act and is to be included in Alexion’s proxy statement for an annual meeting of stockholders will be deemed to comply with the requirements of Alexion’s bylaws related to non-director related business brought before a stockholder meeting. | |
|
Amendment of Charter and Bylaws
|
| |||
| Synageva’s charter also provides that, unless such amendment or repeal is approved by resolution adopted by two-thirds of all disinterested directors in office, the affirmative vote of 75% of the shares of Synageva issued and outstanding capital stock entitled to vote is required to amend, repeal or adopt any provision inconsistent with (i) Article 11 of Synageva’s charter regarding the management of the business and conduct of the affairs of Synageva, (ii) the prohibition on stockholder action by written consent or (iii) the mandate that special meetings of stockholders may be called only by the chairman of the board of directors, the chief executive officer or the board of directors and limiting business at special meetings to that relating to the purposes stated in the notice of meeting. | | |
Alexion’s charter may be amended by the affirmative vote of the holders of a majority of Alexion’s outstanding common stock entitled to vote thereon.
Alexion’s bylaws may be amended by the affirmative vote of the holders of a majority of the shares of Alexion’s outstanding common stock or by the affirmative vote of a majority of the entire board of directors.
|
|
|
SYNAGEVA
|
| |
ALEXION
|
|
| Synageva’s bylaws provide that the affirmative vote of 75% of the shares of Synageva issued and outstanding capital stock entitled to vote is required to amend or repeal, or to adopt any provision inconsistent with (i) the mandate that special meetings of stockholders may be called only by the chairman of the board of directors, the chief executive officer or the board of directors and limiting business at special meetings to that relating to the purposes stated in the notice of meeting, (ii) the process set forth in Synageva’s bylaws for nominating directors, (iii) the process set forth in Synageva’s bylaws for properly bringing business before the annual meeting of stockholders, (iv) the prohibition on stockholder action by written consent, (v) the process for calling stockholder meetings to order, (vi) Article 2 of Synageva’s bylaws regarding directors and (vii) Article 6 of Synageva’s bylaws regarding amendments to Synageva’s bylaws. | | | | |
| Except as described above, (i) Synageva’s charter may be amended by the affirmative vote of the holders of a majority of the shares of the capital stock of Synageva issued and outstanding and entitled to vote at any meeting of stockholders, and (ii) Synageva’s bylaws may be amended by the affirmative vote of the holders of a majority of the shares of the capital stock of Synageva issued and outstanding and entitled to vote at any meeting of stockholders or by the affirmative vote of a majority of the directors. | | | | |
|
Shareholder Rights Plan
|
| |||
| Synageva does not currently have a shareholder rights plan in place. | | | Alexion does not currently have a shareholder rights plan in place. | |
|
Business Combination Statute
|
| |||
| Synageva has not opted out of Section 203 of the DGCL. For a summary of Section 203 of the DGCL, see “Description of Alexion Common Stock — Potential Anti-Takeover Effects of Various Provisions of Delaware Law and Alexion’s Charter and Bylaws — Delaware Law.” | | | Alexion has not opted out of Section 203 of the DGCL. For a summary of Section 203 of the DGCL, see “Description of Alexion Common Stock — Potential Anti-Takeover Effects of Various Provisions of Delaware Law and Alexion’s Charter and Bylaws — Delaware Law.” | |
|
Exclusive Forum
|
| |||
| Synageva’s bylaws provide that unless Synageva otherwise consents in writing, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware) will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of Synageva, any action asserting a claim of breach of fiduciary duty owed by any director, | | | Alexion’s bylaws provide that unless its board of directors otherwise determines, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of Alexion, any action asserting a claim of breach of a fiduciary duty owed by any of Alexion’s directors or officers or other employees or its stockholders, any action asserting a claim against Alexion or any of its | |
|
SYNAGEVA
|
| |
ALEXION
|
|
| officer or other employee of Synageva to Synageva or its stockholders, any action asserting a claim arising pursuant to any provision of the DGCL or Synageva’s charter or bylaws, any action to interpret, apply, enforce or determine the validity of Synageva’s charter or bylaws, or any action asserting a claim governed by the internal affairs doctrine. | | | directors or officers arising pursuant to any provision of the DGCL or Alexion’s charter or bylaws, or any action asserting a claim against Alexion or any of its directors or officers or other employees governed by the “internal affairs doctrine” under Delaware state corporate law. However, if (and only if) the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, the action may be brought in another court sitting in the State of Delaware. | |
Alexion Information Incorporated by Reference
|
| |
Period Covered or Date of Filing
|
|
Annual Report on Form 10-K | | | Fiscal year ended December 31, 2014, as filed with the SEC on February 2, 2015 | |
Quarterly Report on Form 10-Q | | | Quarter ended March 31, 2015, as filed with the SEC on April 24, 2015 | |
The description of Alexion’s common stock set forth in Synageva’ Registration Statement on Form 8-A | | | As filed with the SEC on February 21, 1997, together with all amendments and reports filed for the purpose of updating such description | |
Current Reports on Form 8-K | | | Filed with the SEC on: | |
| | |
•
January 7, 2015
•
January 29, 2015
•
March 16, 2015
•
March 26, 2015
•
April 7, 2015
•
May 6, 2015
•
May 12, 2015
|
|
Proxy Statement on Schedule 14A | | | For the 2015 annual meeting of stockholders, filed with the SEC on April 8, 2015 | |
Synageva Information Incorporated by Reference
|
| |
Period Covered or Date of Filing
|
|
Annual Report on Form 10-K | | | Fiscal year ended December 31, 2014, as filed with the SEC on February 26, 2015 | |
Quarterly Report on Form 10-Q | | | Quarter ended March 31, 2015, as filed with the SEC on April 30, 2015 | |
The description of Synageva’s common stock set forth in Synageva’ Registration Statement on Form 8-A | | | As filed with the SEC on October 1, 1997, together with all amendments and reports filed for the purpose of updating such description | |
Current Reports on Form 8-K | | | Filed with the SEC on: | |
| | |
•
January 7, 2015
•
February 2, 2015
•
February 9, 2015
•
May 6, 2015
|
|
Proxy Statement on Schedule 14A | | | For the 2015 annual meeting of stockholders, filed with the SEC on April 28, 2015 | |
| | |
Page
|
||
Article I.
|
|||||
THE OFFER
|
|||||
| | | | A-2 | |
| | | | A-4 | |
| | | | A-6 | |
Article II.
|
|||||
THE MERGERS
|
|||||
| | | | A-7 | |
| | | | A-7 | |
| | | | A-8 | |
| | | | A-8 | |
| | | | A-8 | |
| | | | A-9 | |
| | | | A-9 | |
Article III.
|
|||||
CONVERSION OF SHARES; EXCHANGE OF CERTIFICATES
|
|||||
| | | | A-9 | |
| | | | A-11 | |
| | | | A-13 | |
| | | | A-15 | |
Article IV.
|
|||||
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
|
|||||
| | | | A-15 | |
| | | | A-16 | |
| | | | A-17 | |
| | | | A-18 | |
| | | | A-19 | |
| | | | A-19 | |
| | | | A-20 | |
| | | | A-20 | |
| | | | A-22 | |
| | | | A-22 | |
| | | | A-24 | |
| | | | A-24 | |
| | | | A-24 | |
| | | | A-25 | |
| | | | A-26 | |
| | | | A-26 | |
| | | | A-28 | |
| | | | A-28 |
| | |
Page
|
||
| | | | A-28 | |
| | | | A-28 | |
| | | | A-30 | |
| | | | A-30 | |
| | | | A-30 | |
Article V.
|
|||||
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS
|
|||||
| | | | A-31 | |
| | | | A-31 | |
| | | | A-32 | |
| | | | A-33 | |
| | | | A-34 | |
| | | | A-34 | |
| | | | A-35 | |
| | | | A-35 | |
| | | | A-36 | |
| | | | A-36 | |
| | | | A-37 | |
| | | | A-37 | |
| | | | A-37 | |
| | | | A-37 | |
| | | | A-38 | |
| | | | A-38 | |
| | | | A-38 | |
| | | | A-38 | |
Article VI.
|
|||||
COVENANTS AND AGREEMENTS
|
|||||
| | | | A-39 | |
| | | | A-42 | |
| | | | A-42 | |
| | | | A-45 | |
| | | | A-47 | |
| | | | A-49 | |
| | | | A-50 | |
| | | | A-50 | |
| | | | A-51 | |
| | | | A-52 | |
| | | | A-52 | |
| | | | A-52 | |
| | | | A-55 | |
| | | | A-55 | |
| | | | A-56 | |
| | | | A-56 | |
| | | | A-56 |
| | |
Page
|
||
| | | | A-56 | |
| | | | A-57 | |
| | | | A-57 | |
| | | | A-57 | |
| | | | A-57 | |
Article VII.
|
|||||
CONDITIONS TO THE MERGERS
|
|||||
| | | | A-58 | |
| | | | A-58 | |
| | | | A-59 | |
Article VIII.
|
|||||
TERMINATION
|
|||||
| | | | A-60 | |
| | | | A-61 | |
| | | | A-61 | |
Article IX.
|
|||||
MISCELLANEOUS
|
|||||
| | | | A-63 | |
| | | | A-63 | |
| | | | A-63 | |
| | | | A-63 | |
| | | | A-63 | |
| | | | A-65 | |
| | | | A-65 | |
| | | | A-66 | |
| | | | A-66 | |
| | | | A-66 | |
| | | | A-67 | |
| | | | A-67 | |
| | | | A-67 | |
| | | | A-68 | |
| | | | A-68 |
| | |
Section
|
|
.pdf
|
| |
9.3
|
|
2015 RSU Award
|
| |
3.3(c)
|
|
Acceptable Confidentiality Agreement
|
| |
6.3(c)
|
|
Acceptance Time
|
| |
1.1(d)
|
|
Adjusted RSU Award
|
| |
3.3(c)
|
|
Affiliates
|
| |
9.15(a)
|
|
Agreement
|
| |
Preamble
|
|
Alternative Financing
|
| |
6.12(c)
|
|
Antitrust Laws
|
| |
9.15(b)(i)
|
|
Appraisal Provisions
|
| |
3.1(c)
|
|
Arrangements
|
| |
6.15
|
|
Book-Entry Shares
|
| |
3.1(a)
|
|
Business Day
|
| |
9.15(b)(ii)
|
|
Cancelled Shares
|
| |
3.1(a)(ii)
|
|
Cash Consideration
|
| |
1.1(a)
|
|
Certificate
|
| |
3.1(a)
|
|
Certificates of Merger
|
| |
2.3
|
|
Closing
|
| |
2.2
|
|
Closing Date
|
| |
2.2
|
|
Code
|
| |
Recitals
|
|
Collective Bargaining Agreement
|
| |
4.15(a)
|
|
Commitment Letter
|
| |
9.15(b)(iii)
|
|
Company
|
| |
Preamble
|
|
Company 401(k) Plan
|
| |
6.5(e)
|
|
Company Acquisition Agreement
|
| |
6.3(e)
|
|
Company Adverse Recommendation Change
|
| |
6.3(e)
|
|
Company Approvals
|
| |
4.3(d)
|
|
Company Benefit Plan
|
| |
9.15(b)(iv)
|
|
Company Board of Directors
|
| |
Recitals
|
|
Company Bylaws
|
| |
4.1(b)
|
|
Company Certificate
|
| |
4.1(b)
|
|
Company Common Stock
|
| |
Recitals
|
|
Company Disclosure Schedule
|
| |
Article IV
|
|
Company Employees
|
| |
6.5(a)
|
|
Company Equity Schedule
|
| |
4.10(i)
|
|
Company Financial Statements
|
| |
4.4(b)
|
|
Company Indemnified Parties
|
| |
6.9(a)
|
|
Company Leased Real Property
|
| |
4.17
|
|
Company Material Adverse Effect
|
| |
9.15(b)(v)
|
|
Company Material Contracts
|
| |
4.20(a)
|
|
Company Option
|
| |
3.3(a)
|
|
| | |
Section
|
|
Company Organizational Documents
|
| |
4.1(b)
|
|
Company Owned Intellectual Property
|
| |
4.16(a)
|
|
Company Permits
|
| |
4.7(b)
|
|
Company Preferred Stock
|
| |
4.2(a)
|
|
Company Product
|
| |
4.8(a)
|
|
Company Real Property Leases
|
| |
4.17
|
|
Company Recommendation
|
| |
Recitals
|
|
Company Registered Intellectual Property
|
| |
4.16(a)
|
|
Company Regulatory Agency
|
| |
9.15(b)(vi)
|
|
Company Related Parties
|
| |
9.5(c)
|
|
Company RSU Award
|
| |
3.3(b)
|
|
Company SEC Documents
|
| |
4.4(a)
|
|
Company Stock Awards
|
| |
3.3(d)
|
|
Company Stock Plans
|
| |
9.15(b)(vii)
|
|
Company Stockholder Approval
|
| |
4.3(a)
|
|
Company Stockholder Meeting
|
| |
6.4(b)
|
|
Company Superior Proposal
|
| |
9.15(b)(viii)
|
|
Company Takeover Proposal
|
| |
9.15(b)(ix)
|
|
Company Takeover Transaction
|
| |
8.3(a)
|
|
Compensation Committee
|
| |
6.15
|
|
Confidentiality Agreements
|
| |
6.2(c)
|
|
Contract
|
| |
9.15(b)(x)
|
|
control
|
| |
9.15(a)
|
|
controlled by
|
| |
9.15(a)
|
|
Converted Shares
|
| |
3.1(a)(ii)
|
|
Copyrights
|
| |
9.15(b)(xxii)
|
|
Cut-off Time
|
| |
6.3(c)
|
|
D&O Insurance
|
| |
6.9(c)
|
|
Delaware Secretary
|
| |
2.3
|
|
DGCL
|
| |
Recitals
|
|
Disclosure Schedules
|
| |
Article V
|
|
Dissenting Shares
|
| |
3.1(c)
|
|
Dissenting Stockholder
|
| |
3.1(c)
|
|
DLLCA
|
| |
2.1
|
|
Domain Names
|
| |
9.15(b)(xxii)
|
|
EMA
|
| |
9.15(b)(xi)
|
|
End Date
|
| |
8.1(c)
|
|
Enforceability Exceptions
|
| |
4.3(c)
|
|
Environmental Law
|
| |
9.15(b)(xii)
|
|
ERISA
|
| |
9.15(b)(xiii)
|
|
ERISA Affiliate
|
| |
9.15(b)(xiv)
|
|
ESPP
|
| |
3.3(e)
|
|
Exchange Act
|
| |
1.1(a)
|
|
| | |
Section
|
|
Exchange Agent
|
| |
3.2(a)
|
|
Exchange Fund
|
| |
3.2(b)
|
|
Exchanged Amounts
|
| |
3.2(c)
|
|
Expiration Date
|
| |
1.1(c)(i)
|
|
FDA
|
| |
9.15(b)(xv)
|
|
Financing
|
| |
9.15(b)(xvi)
|
|
Financing Sources
|
| |
9.15(b)(xvii)
|
|
First Certificate of Merger
|
| |
2.3
|
|
First Confidentiality Agreement
|
| |
6.2(c)
|
|
First Effective Time
|
| |
2.3
|
|
First Merger
|
| |
Recitals
|
|
First Surviving Corporation
|
| |
2.1
|
|
Forms S-4
|
| |
6.4(a)
|
|
Fractional Share Cash Amount
|
| |
3.1(e)
|
|
GAAP
|
| |
4.4(b)
|
|
Governmental Entity
|
| |
9.15(b)(xviii)
|
|
Hazardous Materials
|
| |
9.15(b)(xix)
|
|
Health Law
|
| |
9.15(b)(xx)
|
|
HSR Act
|
| |
4.3(d)
|
|
Incentive Plans
|
| |
6.5(d)
|
|
Indebtedness
|
| |
9.15(b)(xxi)
|
|
Intellectual Property
|
| |
9.15(b)(xxii)
|
|
IRS
|
| |
4.10(a)
|
|
Japanese Ministry of Health
|
| |
9.15(b)(xxiii)
|
|
knowledge
|
| |
9.15(a)
|
|
Law
|
| |
4.7(a)
|
|
Laws
|
| |
4.7(a)
|
|
Lead Product Candidates
|
| |
4.8(c)
|
|
Letter of Transmittal
|
| |
3.2(c)
|
|
Liability
|
| |
9.15(b)(xxiv)
|
|
Lien
|
| |
4.3(e)
|
|
made available
|
| |
9.15(a)
|
|
Meeting Election
|
| |
6.4(b)
|
|
Merger Form S-4
|
| |
6.4(a)
|
|
Merger Proxy Statement/Prospectus
|
| |
6.4(a)
|
|
Merger Sub 2
|
| |
Preamble
|
|
Merger Subs
|
| |
Preamble
|
|
Mergers
|
| |
Recitals
|
|
Minimum Condition
|
| |
Annex A
|
|
Nasdaq
|
| |
1.1(c)(ii)
|
|
Offer
|
| |
Recitals
|
|
Offer Conditions
|
| |
1.1(a)
|
|
Offer Documents
|
| |
1.2(a)(i)
|
|
| | |
Section
|
|
Offer Form S-4
|
| |
1.2(b)
|
|
Offer Prospectus
|
| |
1.2(b)
|
|
Offer Termination
|
| |
1.1(c)(iii)
|
|
Offering Period
|
| |
3.3(e)
|
|
Option Consideration
|
| |
3.3(a)
|
|
Order
|
| |
9.15(b)(xxv)
|
|
Organizational Documents
|
| |
4.1(b)
|
|
Parent
|
| |
Preamble
|
|
Parent 401(k) Plan
|
| |
6.5(e)
|
|
Parent Approvals
|
| |
5.3(b)
|
|
Parent Common Stock
|
| |
5.2
|
|
Parent Disclosure Schedule
|
| |
Article V
|
|
Parent Financial Statements
|
| |
5.4(b)
|
|
Parent Material Adverse Effect
|
| |
9.15(b)(xxvi)
|
|
Parent Organizational Documents
|
| |
5.1(b)
|
|
Parent Registered Intellectual Property
|
| |
5.11(a)
|
|
Parent Permits
|
| |
5.7(b)
|
|
Parent Preferred Stock
|
| |
5.2
|
|
Parent Regulatory Agency
|
| |
9.15(b)(xxvii)
|
|
Parent SEC Documents
|
| |
5.4(a)
|
|
Parent Severance Plan
|
| |
6.5(a)
|
|
Parent Stock Awards
|
| |
5.2
|
|
Parent Stock Plans
|
| |
9.15(b)(xxviii)
|
|
Parent Trading Price
|
| |
9.15(b)(xxix)
|
|
Participant
|
| |
6.5(d)
|
|
Parties
|
| |
Preamble
|
|
Party
|
| |
Preamble
|
|
Patents
|
| |
9.15(b)(xxii)
|
|
Permitted Lien
|
| |
9.15(b)(xxx)
|
|
person
|
| |
9.15(a)
|
|
Post-Closing Plans
|
| |
6.5(b)
|
|
Premium Cap
|
| |
6.9(c)
|
|
Pre-Termination Takeover Proposal Event
|
| |
8.3(b)
|
|
Prohibited Person
|
| |
9.15(b)(xxxi)
|
|
Proxy Date
|
| |
6.4(b)
|
|
Purchaser
|
| |
Preamble
|
|
Purchaser Common Stock
|
| |
3.1(a)(iii)
|
|
Qualified Plan
|
| |
4.10(c)
|
|
Registrations
|
| |
9.15(b)(xxxiii)
|
|
Release
|
| |
9.15(b)(xxxii)
|
|
Replacement Financing
|
| |
6.12(b)
|
|
Representatives
|
| |
6.3(a)
|
|
Rolled 2015 RSU Award
|
| |
3.3(c)
|
|
| | |
Section
|
|
RSU Consideration
|
| |
3.3(b)
|
|
RSU Exchange Ratio
|
| |
3.3(c)
|
|
Sarbanes-Oxley Act
|
| |
4.4(a)
|
|
Schedule 14D-9
|
| |
1.3(b)
|
|
Schedule TO
|
| |
1.2(a)(i)
|
|
SEC
|
| |
1.1(c)(ii)
|
|
Second Certificate of Merger
|
| |
2.3
|
|
Second Effective Time
|
| |
2.3
|
|
Second Merger
|
| |
Recitals
|
|
Second Request
|
| |
6.6(c)
|
|
Securities Act
|
| |
1.2(b)
|
|
Stock Consideration
|
| |
1.1(a)
|
|
Subsidiaries
|
| |
9.15(a)
|
|
Surviving Company
|
| |
2.1
|
|
Target 2015 Bonus
|
| |
6.5(d)
|
|
Tax
|
| |
9.15(b)(xxxiv)
|
|
Tax Return
|
| |
9.15(b)(xxxv)
|
|
Taxes
|
| |
9.15(b)(xxxiv)
|
|
Taxing Authority
|
| |
9.15(b)(xxxvi)
|
|
Termination Fee
|
| |
8.3(c)
|
|
Trade Secrets
|
| |
9.15(b)(xxii)
|
|
Trademarks
|
| |
9.15(b)(xxii)
|
|
Transaction Consideration
|
| |
1.1(a)
|
|
Transactions
|
| |
Recitals
|
|
under common control with
|
| |
9.15(a)
|
|
Voting and Support Agreements
|
| |
Recitals
|
|
Willful Breach
|
| |
9.15(b)(xxxvii)
|
|
| | | | SYNAGEVA BIOPHARMA CORP. | | |||
| | | | By: | | | /s/ Sanj Patel | |
| | | | | | | Name: Sanj Patel Title: President and CEO |
|
| | | | ALEXION PHARMACEUTICALS, INC. | | |||
| | | | By: | | | /s/ David Hallal | |
| | | | | | | Name: David Hallal Title: CEO |
|
| | | | PULSAR MERGER SUB INC. | | |||
| | | | By: | | | /s/ Scott D. Phillips | |
| | | | | | | Name: Scott D. Phillips Title: President, Treasurer and Secretary |
|
| | | | GALAXY MERGER SUB LLC Alexion Pharmaceuticals, Inc. a Delaware Corporation Sole member of Galaxy Merger Sub LLC |
| |||
| | | | By: | | | /s/ David Hallal | |
| | | | | | | Name: David Hallal Title: CEO |
|
| | |
| | | | ALEXION PHARMACEUTICALS, INC. | | |||
| | | | By: | | | /s/ David Hallal | |
| | | | Name: | | | David Hallal | |
| | | | Title: | | | CEO | |
| | | | PULSAR MERGER SUB INC. | | |||
| | | | By: | | | /s/ Scott D. Phillips | |
| | | | Name: | | | Scott D. Phillips | |
| | | | Title: | | | President, Treasurer and Secretary | |
| | | | 667, L.P. , | | |||
| | | |
By: Baker Bros. Advisors LP,
|
| |||
| | | | management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner to 667, L.P., and not as the general partner. | | |||
| | | | By: | | | /s/ Scott Lessing | |
| | | | | | | Scott Lessing | |
| | | | | | | President | |
| | | | BAKER BROTHERS LIFE SCIENCES, L.P. | | |||
| | | |
By: BAKER BROS. ADVISORS LP,
|
| |||
| | | | management company and investment adviser to Baker Brotheres Life Sciences, L.P., pursuant to authority granted to it by Baker Brothers Life Sciences Capital, L.P., general partner to Baker Brothers Life Sciences, L.P., and not as the general partner. | | |||
| | | | By: | | | /s/ Scott Lessing | |
| | | | | | | Scott Lessing | |
| | | | | | | President | |
| | | | 14159, L.P., | | |||
| | | |
By: Baker Bros. Advisors LP,
|
| |||
| | | | management company and investment adviser to 14159, L.P., pursuant to authority granted to it by 14159 Capital, L.P., general partner to 14159, L.P., and not as the general partner. | | |||
| | | | By: | | | /s/ Scott Lessing | |
| | | | | | | Scott Lessing | |
| | | | | | | President | |
| | | | BAKER BROS. INVESTMENTS, L.P. | | | |||||
| | | |
BY: BAKER BROS. ADVISORS LP,
|
| | |||||
| | | | management company and investment adviser to Baker Bros. Investments, L.P., pursuant to authority granted by Baker Bros. Capital, L.P., general partner to Baker Bros. Investments, L.P., and not as the general partner | | | |||||
| | | | By: | | | /s/ Scott Lessing | | | | |
| | | | | | | Scott Lessing | | | ||
| | | | | | | President | | | ||
| | | | BAKER BROS. INVESTMENTS II, L.P | | | |||||
| | | |
BY: BAKER BROS. ADVISORS LP,
|
| | |||||
| | | | management company and investment adviser to Baker Bros. Investments II, L.P., pursuant to authority granted by Baker Bros. Capital, L.P., general partner to Baker Bros. Investments II, L.P., and not as the general partner | | | |||||
| | | | By: | | | /s/ Scott Lessing | | | | |
| | | | | | | Scott Lessing | | | ||
| | | | | | | President | | | ||
| | | | BAKER BIOTECH FUND II(A), L.P., | | | |||||
| | | |
By: Baker Bros. Advisors LP,
|
| | |||||
| | | | management company and investment adviser to Baker Biotech Fund II(A), L.P., pursuant to authority granted to it by Baker Biotech Capital II(A), L.P., general partner to Baker Biotech Fund II(A), L.P., L.P., and not as the general partner. | | | |||||
| | | | By: | | | /s/ Scott Lessing | | | ||
| | | | | | | Scott Lessing | | | ||
| | | | | | | President | | |
| | | | BAKER/TISCH INVESTMENTS, LP., | | |||
| | | |
By: Baker Bros. Advisors LP,
|
| |||
| | | | management company and investment adviser to Baker/Tisch Investments, LP pursuant to authority granted to it by Baker/Tisch Capital, L.P., general partner to Baker/Tisch Investments, LP., and not as the general partner. | | |||
| | | | By: | | | /s/ Scott Lessing | |
| | | | | | | Scott Lessing | |
| | | | | | | President | |
|
Name of Stockholder
|
| |
Number of Shares
of Company Common Stock |
| |||
|
667, L.P.
|
| | | | 1,736,065 | | |
|
BAKER BROTHERS LIFE SCIENCES, L.P.
|
| | | | 9,172,521 | | |
|
14159, L.P.,
|
| | | | 211,614 | | |
|
BAKER BROS. INVESTMENTS, L.P.
|
| | | | 165,213 | | |
|
BAKER BROS. INVESTMENTS II, L.P.
|
| | | | 55,479 | | |
|
BAKER BIOTECH FUND II(A), L.P.
|
| | | | 100,490 | | |
|
BAKER/TISCH INVESTMENTS, LP.
|
| | | | 206,800 | | |
| ALEXION PHARMACEUTICALS, INC. | | |||
| By: | | | /s/ David Hallal | |
|
Name:
David Hallal
|
| |||
|
Title:
CEO
|
|
| PULSAR MERGER SUB INC. | | |||
| By: | | | /s/ Scott D. Phillips | |
|
Name:
Scott D. Phillips
|
| |||
|
Title:
President, Treasurer and Secretary
|
|
| THOMAS J. TISCH | | |||
| /s/ Thomas J. Tisch | | |||
|
Name
|
| |
Age
|
| |
Title
|
| |
Present Principal Occupation and Five-Year Employment History
|
|
Leonard Bell | | |
56
|
| | Chairman | | | The principal founder of Alexion and a director of Alexion since February 1992. Dr. Bell was Alexion’s Chief Executive Officer since its founding in January 1992 until he retired as CEO on March 31, 2015. Dr. Bell was appointed Chairman of the Board in October 2014. From 1991 to 1992, Dr. Bell was an Assistant Professor of Medicine and Pathology and co-Director of the program in Vascular Biology at the Yale University School of Medicine. From 1990 to 1992, Dr. Bell was an attending physician at the Yale-New Haven Hospital and an Assistant Professor in the Department of Internal Medicine at the Yale University School of Medicine. Dr. Bell was a recipient of the Physician Scientist Award from the National Institutes of Health and Grant-in-Aid from the American Heart Association as well as various honors and awards from academic and professional organizations. His work has resulted in more than 20 scientific publications and 9 patent applications. Dr. Bell received his A.B. from Brown University and M.D. from Yale University School of Medicine. Dr. Bell is currently an Adjunct Assistant Professor of Medicine and Pathology at the Yale University School of Medicine. | |
David Brennan | | |
61
|
| | Director | | | A director of Alexion since July 2014. Mr. Brennan served as Chief Executive Officer and Executive Director of AstraZeneca PLC, one of the world’s largest pharmaceutical companies, from 2006 to 2012. AstraZenica’s address is Kingdom Street, London W2 6BD, United Kingdom. Mr. Brennan worked for AstraZeneca in increasing roles of responsibility from 1992 through 2012, including as Executive Vice President of North America from 2001 to 2006, and as Senior Vice President of Commercialization and Portfolio Management from 1999 to 2001. Prior to the merger of Astra AB and Zeneca Plc, he served as Senior Vice President of Business Planning and Development of Astra Pharmaceuticals LP, the American | |
Name
|
| |
Age
|
| |
Title
|
| |
Present Principal Occupation and Five-Year Employment History
|
|
| | | | | | | | | subsidiary of Astra AB. Mr. Brennan began his career in 1975 at Merck and Co. Inc., where he rose from Sales Representative in the U.S. Division to General Manager of Chibret International, a French subsidiary of Merck. Mr. Brennan currently serves on the Board of Directors of Innocoll, Inc. and Insmed Incorporated, and previously served on the Board of Directors of AstraZeneca PLC, Reed Elsevier PLC, and the Pharmaceutical Research & Manufacturers of America (PhRMA). He received a BA in business administration from Gettysburg College, where he is a member of the Board of Trustees. | |
M. Michele Burns | | |
57
|
| | Director | | | A director of Alexion since July 2014. Ms. Burns is the former Chairwoman and Chief Executive Officer of Mercer LLC, a subsidiary of Marsh & McLennan Companies, Inc. (MMC), an insurance agency, a position she held from 2006 to 2012. The address of MMC is 1166 Avenue of the Americas, New York, New York 10036. She currently serves as Center Fellow and Strategic Advisor, Stanford University Center on Longevity. She served in senior executive roles with MMC, including as Chief Executive Officer, Retirement Policy Center sponsored by MMC from 2012 to 2014, Chief Executive Officer of Mercer from 2006 to 2012, and Executive Vice President and Chief Financial Officer of MMC in 2006. From 2004 to 2006, Ms. Burns served as Executive Vice President, Chief Financial and Chief Restructuring Officer for Mirant Corporation. From 1999 to 2004 she worked in increasing roles of responsibility at Delta Air Lines, serving as Executive Vice President and Chief Financial Officer of Delta from 2000 to 2004. Michele began her career with Arthur Andersen, and over an 18-year tenure rose to Senior Partner, leading Andersen’s Southern Region Federal Tax Practice, heading its U.S. Healthcare Tax Practice and its Southeastern Region Financial Services Tax Practice, and serving on its Global Advisory Council. Ms. Burns currently serves on the Board of Directors of The Goldman Sachs Group, Cisco Systems, Etsy, Anheuser-Busch InBev and Circle Internet Financial. She also serves on the Executive Board and as Treasurer of the Elton John Aids Foundation. She previously served on the Board of Directors of Wal-Mart Stores, Ivan Allen Company, and Orbitz. She received a BBA in business administration and a Master of Accountancy from the University of Georgia. | |
Christopher J. Coughlin
|
| |
62
|
| | Director | | | A director of Alexion since July 2014. Mr. Coughlin is currently a Senior Advisor, McKinsey & Co., a management consulting firm, where he has served since 2012. The address of McKinsey & Co. is 55 East 52nd Street, New York, New York 10022. He served as Advisor to the Chairman and CEO of Tyco International Ltd., a global provider of diversified products, services and industries, from 2010 to 2012, and as Executive Vice President and Chief Financial Officer of Tyco from 2005 to 2010, during a period of significant international growth and restructuring. The address of Tyco International Ltd. is Unit 1202 Building 1000, City Gate, Mahon, Cork, Ireland. Mr. Coughlin previously served at the Interpublic Group of Companies, Inc. as Executive Vice President, Chief Operating Officer from 2003 to 2004. From 1998 to 2003, he served as Executive Vice President and Chief Financial Officer of Pharmacia Corporation. From 1997 to1998 he was | |
Name
|
| |
Age
|
| |
Title
|
| |
Present Principal Occupation and Five-Year Employment History
|
|
| | | | | | | | | President, International at Nabisco Group Holdings and from 1996 to 1997 was Executive Vice President and Chief Financial Officer of Nabisco. From 1981 to 1996, Mr. Coughlin held various positions with Sterling Winthrop Incorporated, including Chief Financial Officer. Mr. Coughlin currently serves on the Board of Directors of Actavis plc, and Dun & Bradstreet. He previously served on the Board of Directors of Covidien Ltd. (acquired by Medtronic), Forest Laboratories (acquired by Actavis plc), Dipexium Pharmaceuticals, Inc., The Interpublic Group of Companies, Monsanto Company, and Perrigo Company. Mr. Coughlin received a BS in accounting from Boston College. | |
David Hallal | | |
48
|
| | Director, Chief Executive Officer | | | A director of Alexion since September 2014. Mr. Hallal assumed the role of Chief Executive Officer on April 1, 2015. Previously, he was Alexion’s Chief Operating Officer since September 2014. From October 2012 to September 2014, Mr. Hallal served as Alexion’s Executive Vice President, Chief Commercial Officer. From May 2010 until October 2012, Mr. Hallal was Senior Vice President, Global Commercial Operations and was Senior Vice President, Commercial Operations, Americas from May 2008 until May 2010. Mr. Hallal joined Alexion in June 2006 to lead the first company product launch. Prior to joining Alexon in 2006, he had 18 years of commercial operations and leadership experience at a number of companies, including OSI Eyetech, Biogen, Amgen, and Upjohn and he was involved in multiple blockbuster product launches in the areas of hematology, oncology, nephrology and immunology. Mr. Hallal holds a BA in Psychology from the University of New Hampshire. | |
John T. Mollen | | |
64
|
| | Director | | | A director of Alexion since April 2014. From May 2006 until his retirement in February 2014, Mr. Mollen served as Executive Vice President, Human Resources of EMC Corporation, a data storage company, and as special advisor to the Chairman. He joined EMC as Senior Vice President, Human Resources in September 1999. The address of EMC Corporation is 176 South Street, Hopkinton, Massachusetts 01748. Prior to joining EMC, Mr. Mollen was Senior Vice President of Human Resources with Citigroup Inc., a financial services company, from July 1997 – September 1999. Prior to Citigroup, he held a number of positions of increasing responsibility with Harris Corp., an international communications and technology company, including Vice President of Administration. Mr. Mollen serves as a director for a number of not-for-profit and professional boards, including the New England Healthcare Institute, the HR Policy Association, and the Center on Executive Compensation, and is an advisory board member for Working Mother magazine, and he is a member of the Board of Trustees of Worcester Polytechnic Institute and Chairman of the Compensation Committee. Mr. Mollen received a B.A. in Economics from St. John Fisher College, and a Master’s degree in Labor Relations from St. Francis College in Pennsylvania. | |
R. Douglas Norby | | |
79
|
| | Director | | | A director of Alexion since September 1999. From July 2003 and until January 31, 2006, Mr. Norby was Sr. Vice-President and Chief Financial Officer of Tessera Technologies, Inc., a provider of intellectual property for advanced semiconductor packaging. The address of Tessera Technologies is 3025 | |
Name
|
| |
Age
|
| |
Title
|
| |
Present Principal Occupation and Five-Year Employment History
|
|
| | | | | | | | | Orchard Parkway, San Jose, California 95134. From March 2002 to February 2003, Mr. Norby served as Senior Vice President and Chief Financial Officer of Zambeel, Inc., a data storage systems company. From December 2000 to March 2002, Mr. Norby served as Senior Vice President and Chief Financial Officer of Novalux, Inc., a manufacturer of lasers for optical networks. From 1996 until December 2000, Mr. Norby served as Executive Vice President and Chief Financial Officer of LSI Logic Corporation, a semiconductor company, and he has also served as a director of LSI Logic Corporation since 1993. From July 1993 until November 1996, he served as Senior Vice President and Chief Financial Officer of Mentor Graphics Corporation, a software company. Mr. Norby served as President of Pharmetrix Corporation, a drug delivery company, from July 1992 to September 1993, and from 1985 to 1992, he was President and Chief Operating Officer of Lucasfilm, Ltd., an entertainment company. From 1979 to 1985, Mr. Norby was Senior Vice President and Chief Financial Officer of Syntex Corporation, a pharmaceutical company. Mr. Norby is a director of STATS Chip PAC, Ltd., a semiconductor company listed on the Singapore stock exchange, MagnaChip Semiconductor LLC, a semiconductor company listed on the NYSE, and Singulex, Inc., a private medical diagnostic company. From 2011 to 2014, Mr. Norby serve as a director of Ikanos Communications, Inc., from 2009 to 2014 he served as a director of Invensense, from 2007 to 2009, he served as a director of Intellon Corporation and from 2005 to 2009 served as a director of Neterion, Inc. Mr. Norby received a B.A. in Economics from Harvard University and an M.B.A. from Harvard Business School. | |
Alvin S. Parven | | |
74
|
| | Director | | | A director of Alexion since May 1999. Since 1997, Mr. Parven has been President of ASP Associates, a management and strategic consulting firm. The address of ASP Associates is 2 West 32nd Street, New York, New York 10001. From 1994 to 1997, Mr. Parven was Vice President at Aetna Business Consulting, reporting to the Office of the Chairman of Aetna. From 1987 to 1994, Mr. Parven was Vice President, Operations at Aetna Health Plans. Prior to 1987, he served in various capacities at Aetna including Vice President, Pension Services from 1983 to 1987. Mr. Parven is a trustee of the Employee Retirement Board of the Town of Palm Beach and a director of the Palm Beach Civic Association. Mr. Parven received his B.A. from Northeastern University. | |
Andreas Rummelt | | |
58
|
| | Director | | | A director of Alexion since February 2010. Since January 2011, he has served as the Chief Executive Officer of InterPharmaLink AG, a management consulting firm focused on advising companies in the healthcare industry. The address of InterPharmaLink AG is Münchensteinerstrasse 41, CH-4052 Basel, Switzerland. From December 2008 until January 2010, Dr. Rummelt was Group Head of Quality Assurance and Technical Operations at Novartis. He had been a member of the Executive Committee of Novartis from January 2006 until his resignation in January 2010. He joined Sandoz Pharma Ltd. in 1985 and held various positions of increasing responsibility in development. In 1994, he was appointed Head of Worldwide Technical Research and Development, a position he retained following the merger that | |
Name
|
| |
Age
|
| |
Title
|
| |
Present Principal Occupation and Five-Year Employment History
|
|
| | | | | | | | | created Novartis in 1996. From 1999 to 2004, Dr. Rummelt served as Head of Technical Operations of the Novartis Pharmaceuticals Division and from 2004 to 2008 as Head of Sandoz. Dr. Rummelt is a director of Habasit AG, a private belting company located in Switzerland, Mipharm s.p.a., a private contract manufacturer located in Italy, Selica International Co. Limited, a private company providing radiolabelling and drug discovery services located in the United Kingdom and Xellia Pharmaceuticals, a private specialty pharmaceutical company focused on providing anti-infective treatments against serious and life-threatening infections located in Denmark. Dr. Rummelt graduated with a Ph.D. in pharmaceutical sciences from the University of Erlangen–Nuernberg, Germany. | |
Ann M. Veneman | | |
65
|
| | Director | | | A director of Alexion since May 2010. From May 2005 until April 2010, she served as Executive Director of UNICEF, appointed by the United Nations Secretary General. As Executive Director, Ms. Veneman worked on behalf of the United Nations children’s agency to help children around the world by advocating for and protecting their rights. Ms. Veneman was responsible for more than 11,000 UNICEF staff members in more than 150 countries. Prior to joining UNICEF, Ms. Veneman served as Secretary of the U.S. Department of Agriculture, or USDA, from January 2001 until January 2005. From 1986 until 1993, she served in various positions at the USDA, including Deputy Secretary, Deputy Undersecretary for International Affairs and Commodity Programs, and Associate Administer of the Foreign Agricultural Service. From 1995 until 1999, Ms. Veneman served as Secretary of the California Department of Food and Agriculture. Ms. Veneman has also practiced law in Washington, DC and California in both the private and public sectors. Ms. Veneman is a director of Nestlé, S.A., a global nutrition, health and wellness company listed on the Swiss stock exchange. She was formerly a director of S&W Seed. Ms. Veneman serves on the not-for-profit boards of the Global Health Innovative Technology Fund, the National 4-H Council, Malaria No More, and Landesa. Ms. Veneman received a B.A. from the University of California, Davis, a Master’s degree in Public Policy from the University of California, Berkeley, and a J.D. from the University of California, Hastings College of Law. | |
Clare Carmichael | | |
55
|
| | Executive Vice President and Chief Human Resources Officer | | | Clare Carmichael has been with Alexion since August 2011 and has served as Executive Vice President and Chief Human Resources Officer since September 2014. From August 2011 to September 2014, Ms. Carmichael served as Senior Vice President and Chief Human Resources Officer. From August 2008 to March 2011, Ms. Carmichael served as Senior Vice President, Global Human Resources at Watson Pharmaceuticals, Inc., a pharmaceutical company, where she established and executed global HR strategies. Watson Pharmaceuticals was acquired by Actavis in 2012 and so has no address. From December 2005 to August 2008, Ms. Carmichael held various human resources positions of increasing responsibility at Schering-Plough Corporation, including Vice President of Global Human Resources at the Schering-Plough Research Institute. From December 2003 to December 2005, | |
Name
|
| |
Age
|
| |
Title
|
| |
Present Principal Occupation and Five-Year Employment History
|
|
| | | | | | | | | Ms. Carmichael was Vice President of Human Resources at Eyetech Pharmaceuticals, Inc. Prior to Eyetech, she held various positions of increasing responsibility in human resources at Pharmacia Corporation. Ms. Carmichael received a B.A. in Psychology from Rider University. | |
Martin Mackay | | |
58
|
| | Executive Vice President and Global Head of Research and Development | | | Martin Mackay has been Executive Vice President, Global Head of Research & Development since joining Alexion in May 2013. Prior to joining Alexion, Dr. Mackay served as President, Research and Development at AstraZeneca, a pharmaceutical company, from June 2010 to February 2012, where he led all R&D functions worldwide, including discovery research, clinical development, regulatory affairs and key related R&D functions. From April 1995 to May 2010, he held various positions of increasing responsibility at Pfizer, a pharmaceutical company, including President, Head of Pfizer Pharmatherapeutics, R&D, where he oversaw all aspects of small molecule discovery and development across multiple therapeutic areas. Pfizer’s office is located at 235 East 42nd Street, New York, New York 10017. Dr. Mackay has also worked in the CIBA organization, now Novartis, and held positions within academia. Dr. Mackay received a Microbiology First Class Honors Degree from Heriot-Watt University, Scotland, and a Ph.D. in Molecular Genetics from the University of Edinburgh, Scotland. | |
John B. Moriarty, J.D. | | |
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| | Executive Vice President and General Counsel | | | John B. Moriarty, J.D. has been with Alexion since December 2012 and has served as Executive Vice President and General Counsel since September 2014. From December 2012 to September 2014, Mr. Moriarty served as Senior Vice President and General Counsel. From December 2010 to December 2012, Mr. Moriarty served as General Counsel and Chief Legal Officer at Elan Corporation plc, an Irish pharmaceutical company traded on the New York and Irish Stock Exchanges, and also served as a member of Elan’s Executive Management team. Prior to assuming the role of General Counsel, Mr. Moriarty served as Senior Vice President of Law, Litigation and Commercial Operations at Elan from December 2008 to December 2010. Elan Corporation plc was acquired by Perrigo Company plc in 2013 and so has no address. From 2002 to 2008, Mr. Moriarty held various positions with Amgen, Inc., including Executive Director and Associate General Counsel, Global Commercial Operations – Amgen Oncology and Senior Counsel, Complex Litigation, Products Liability and Government Investigations. Between 1994 and 2002, Mr. Moriarty served in various capacities in private practice focused on healthcare and as a healthcare fraud prosecutor in the U.S. Attorney’s Office and the Virginia Attorney General’s Office. Mr. Moriarty received his J.D., cum laude, from the University of Georgia School of Law and his B.A., with distinction, from the University of Virginia. | |
Julie O’Neill | | |
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| | Executive Vice President of Global Operations | | | Julie O’Neill has been with Alexion since February 2014 and has served as Executive Vice President of Global Operations since January 2015. From January 2014 to January 2015, Ms. O’Neill was Senior Vice President Global Manufacturing Operations and General Manager of Alexion Pharma International Trading. Between February 1997 and February 2014 when she joined Alexion, Ms. O’Neill served in various leadership positions at Gilead Sciences, a research-based | |
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| | | | | | | | | biopharmaceutical company, including Vice President of Operations and General Manager of Ireland from 2011 to 2014. The address of Gilead Sciences is 333 Lakeside Drive, Foster City, California 94404. Prior to Gilead Sciences, Ms. O’Neill held leadership positions in operations, manufacturing and quality functions at Burnil Pharmacies and Helsinn Birex Pharmaceuticals. She is the Chairperson for the National Standards Authority of Ireland and is a member of the Governing Body of University College Cork. Ms. O’Neill received a Bachelor’s of Science in Pharmacy from University of Dublin, Trinity College and a Masters of Business Administration from University College Dublin (Smurfit School of Business). | |
Vikas Sinha, M.B.A., C.A., C.P.A. | | |
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| | Executive Vice President and Chief Financial Officer | | | Vikas Sinha, M.B.A., C.A., C.P.A. has been with Alexion since September 2005 and has served as Alexion’s Executive Vice President and Chief Financial Officer since October 2012. From September 2005 to October 2012, Mr. Sinha was Senior Vice President and Chief Financial Officer. Prior to joining Alexion, Mr. Sinha held various positions with Bayer AG in the United States, Japan, Germany, and Canada, including Vice President and Chief Financial Officer of Bayer Pharmaceuticals Corporation, USA, Vice President and Chief Financial Officer of Bayer Yakuhin Ltd., in Japan, and Manager, Mergers and Acquisitions with Bayer AG in Germany. He also was a member of the Pharmaceutical Management Committee for North America. Prior to Bayer, Mr. Sinha held several positions of increasing responsibilities with ANZ Bank and Citibank in South Asia. Mr. Sinha holds a Masters of Business Administration from the Asian Institute of Management which included an exchange program with the University of Western Ontario (Richard Ivey School of Business). He is also a qualified Chartered Accountant from the Institute of Chartered Accountants of India and a Certified Public Accountant in the United States. | |
Saqib Islam | | |
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| | Senior Vice President and Chief Strategy and Portfolio Officer | | | Saqib Islam has been Senior Vice President, Chief Strategy and Portfolio Officer since joining Alexion in April 2013. Prior to joining Alexion, Mr. Islam worked for 18 years in international business management with a focus on business development, strategic decision-making and planning, and capital markets, and most recently as Managing Director, Head of Healthcare and Diversified Industrials Capital Markets at Credit Suisse Securities, a financial services company, from November 2009 until April 2013. The address of Credit Suisse Securities is Paradeplatz 8, 8001 Zürich, Switzerland. Prior to Credit Suisse, Mr. Islam held various positions of increasing responsibility in the investment banking divisions of Merrill Lynch and Morgan Stanley and provided strategic analysis and advice to client firms across diverse industry segments for The Boston Consulting Group. Mr. Islam received a Bachelor of Commerce from McGill University, where he was a Faculty and University Scholar, and a J.D. from Columbia Law School, where he was a Harlan Fiske Stone Scholar. | |
Edward Miller | | |
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| | Senior Vice President and Global Chief Compliance Officer | | | Edward Miller has been Senior Vice President and Global Chief Compliance Officer since joining Alexion in September 2014. Prior to joining Alexion, Mr. Miller served in various compliance and legal leadership positions at Boehringer Ingelheim, a pharmaceutical company, from 2000 to | |
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| | | | | | | | | August 2014, including Vice President, Associate General Counsel, Global Head of Litigation and Government Investigations; Vice President and Acting Global Compliance Officer and Vice President, Chief Compliance Officer and Head of Litigation. The address of Boehringer Ingelheim is Binger Strasse 173, 55216 Ingelheim am Rhein, Germany. Prior to Boehringer Ingelheim, Mr. Miller was a Senior Trial Attorney at the U.S. Department of Justice in Washington, D.C. Mr. Miller received a Bachelor’s Degree from Princeton University and his J.D. from Rutgers University School of Law. | |
Dominique Monnet | | |
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| | Senior Vice President and Chief Marketing Officer | | | Dominique Monnet has been Senior Vice President and Chief Marketing Officer since joining Alexion in May 2014. Prior to joining Alexion, Mr. Monnet served in various marketing leadership positions at Amgen Inc., a biopharmaceutical company, from 2002 to 2013, including Vice President and General Manager, Inflammation Business Unit, Vice President and Head of Global Marketing and Commercial Development and Vice President International Marketing and Business Operations. The address of Amgen Inc. is One Amgen Center Drive, Thousand Oaks, California 91320. Prior to Amgen, Mr. Monnet held positions of increasing responsibility at Schering-Plough, including General Manager for the company’s UK and Ireland entity. Mr. Monnet earned his undergraduate business degree from EDHEC Business School in Lille, France, and his MBA from INSEAD in Fontainebleau, France. | |
Carsten Thiel, Ph.D. | | |
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| | Senior Vice President EMEA and Asia Pacific | | | Carsten Thiel, Ph.D. has been with Alexion since September 2014 and has served as Senior Vice President EMEA and Asia Pacific since January 2015. From September 2014 to January 2015, Mr. Thiel was Senior Vice President EMEA and Australasia-Canada. Prior to joining Alexion, Mr. Thiel served in various senior leadership positions at Amgen Inc., a biopharmaceutical company, from 2002 to 2014, including Vice President, Head of Europe, General Manager, Germany, General Manager, CEE and Head of the Oncology Franchise in Europe. Prior to Amgen, Mr. Thiel held several sales and marketing leadership roles across Europe at Roche. Mr. Thiel has a Ph.D. in Molecular Biology and Biochemistry from the Max Planck Institute, Germany, and a Master’s Degree in Biochemistry from the University of Marburg, Germany. | |
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Scott Phillips | | |
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| | President, Treasurer and Secretary | | | Scott Phillips has been with Alexion since 2007, where he is presently Senior Vice President, Corporate Controller and Chief Accounting Officer. Mr. Phillips has a BSBA, MAC in Accounting from Kenan-Flagler Business School at University of North Carolina at Chapel Hill. | |
Michael Greco | | |
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| | Director | | | Michael Greco joined Alexion in 2007 and is currently serving as Vice President of Law and Corporate Secretary at Alexion. Mr. Greco earned a BS in Political Science from the United States Military Academy at West Point and a JD from Suffolk University Law School. | |