Item 8.01 Other Events.
As of January 15, 2020, Achillion Pharmaceuticals, Inc. ("Achillion") and
Alexion Pharmaceuticals, Inc. ("Alexion") have each filed their respective
notification and report forms pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), with the Federal Trade
Commission ("FTC") and the Antitrust Division of the Department of Justice
("DOJ") in connection with the proposed merger of Beagle Merger Sub, Inc., a
wholly-owned subsidiary of Alexion ("Merger Sub"), with and into Achillion (the
"Merger") upon the terms and subject to the conditions set forth in the
Agreement and Plan of Merger, dated as of October 15, 2019, by and among
Achillion, Alexion and Merger Sub. A transaction notifiable under the HSR Act
may not be completed until the expiration of a 30-calendar-day waiting period
following the parties' filing of their respective HSR Act notification forms or
the early termination of that waiting period. The 30-calendar-day waiting period
is scheduled to expire at 11:59 p.m. on February 14, 2020, unless the FTC or DOJ
extends that period by requesting additional information from the parties.
Forward Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" that do
not directly or exclusively relate to historical facts. Stockholders are
cautioned that any forward-looking statements are not guarantees of future
performance and may involve significant risks and uncertainties, and that actual
results may vary materially from those in the forward-looking statements.
Factors that may contribute to such differences include, but are not limited to,
the possibility that the Merger will not close when expected, if at all.
Additional factors that could cause results to differ materially from those
anticipated in forward-looking statements can be found in the risks detailed in
the Company's filings with the Securities and Exchange Commission, including in
its most recent filings on Forms 10-K and 10-Q, factors and matters described or
incorporated by reference in this document or in the Definitive Proxy Statement.
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