Item 8.01. Other Events.
On May 5, 2020 Portola Pharmaceuticals, Inc., a Delaware corporation ("Portola")
and Alexion Pharmaceuticals, Inc., a Delaware corporation ("Alexion"), announced
the execution of an Agreement and Plan of Merger (the "Merger Agreement"), by
and among Portola, Alexion and Odyssey Merger Sub Inc., a Delaware corporation
and a direct wholly owned subsidiary of Alexion ("Purchaser"). A copy of
Portola's and Alexion's joint press release announcing the transaction is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
A copy of the Merger Agreement will be filed with the Securities and Exchange
Commission (the "SEC") as soon as is reasonably practicable.
Additional Information about the Transaction and Where to Find It
The tender offer for the outstanding common stock of Portola has not been
commenced. This communication does not constitute a recommendation, an offer to
purchase or a solicitation of an offer to sell Portola securities. The
solicitation and offer to buy shares of Portola common stock will only be made
pursuant to an Offer to Purchase and related materials. At the time the tender
offer is commenced, Alexion and Purchaser, will file a Tender Offer Statement on
Schedule TO with the SEC and thereafter, Portola will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
tender offer. Once filed, investors and security holders are urged to read these
materials (including an Offer to Purchase, a related Letter of Transmittal and
certain other tender offer documents, as each may be amended or supplemented
from time to time) carefully when they become available since they will contain
important information that investors and security holders should consider before
making any decision regarding tendering their common stock, including the terms
and conditions of the tender offer. The Tender Offer Statement, Offer to
Purchase, Solicitation/Recommendation Statement and related materials will be
filed with the SEC, and investors and security holders may obtain a free copy of
these materials (when available) and other documents filed by Alexion and
Portola with the SEC at the website maintained by the SEC at www.sec.gov. In
addition, the Tender Offer Statement and other documents that Alexion and
Purchaser file with the SEC will be made available to all investors and security
holders of Portola free of charge from the information agent for the tender
offer. Investors may also obtain, at no charge, the documents filed with or
furnished to the SEC by Portola under the "Investors and Media" section of
Portola's website at www.portola.com.
Cautionary Notes Regarding Forward-Looking Statements
To the extent that statements contained in this communication are not
descriptions of historical facts, they are forward-looking statements reflecting
the current beliefs, certain assumptions and current expectations of management
and may be identified by words such as "believes," "plans," "anticipates,"
"projects," "estimates," "expects," "intends," "strategy," "future,"
"opportunity," "may," "will," "should," "could," "potential," or similar
expressions. Such forward-looking statements are based on management's current
expectations, beliefs, estimates, projections and assumptions. As such,
forward-looking statements are not guarantees of future performance and involve
inherent risks and uncertainties that are difficult to predict. As a result, a
number of important factors could cause actual results to differ materially from
those indicated by such forward-looking statements, including: the risk that the
proposed acquisition of Portola by Alexion may not be completed; the possibility
that competing offers or acquisition proposals for Portola will be made; the
delay or failure of the tender offer conditions to be satisfied (or waived),
including insufficient shares of Portola common stock being tendered in the
tender offer; the failure (or delay) to receive the required regulatory
approvals of the proposed acquisition; the possibility that prior to the
completion of the transactions contemplated by the acquisition agreement,
Alexion's or Portola's business may experience significant disruptions due to
transaction-related uncertainty; the effects of disruption from the transactions
of Portola's business and the fact that the announcement and pendency of the
transactions may make it more difficult to establish or maintain relationships
with employees, manufactures, suppliers, vendors, business partners and
distribution channels to patients; the occurrence of any event, change or other
circumstance that could give rise to the termination of the acquisition
agreement; the risk that stockholder litigation in connection with the proposed
transaction may result in significant costs of defense, indemnification and
liability; the failure of the closing conditions set forth in the acquisition
agreement to be satisfied (or waived); the anticipated benefits of Portola's
therapy (Andexxa) not being realized (including expansion of the number of
patients using the therapy); the phase 4 study regarding Andexxa does not meet
its designated endpoints and/or is not deemed safe and effective by the Food and
Drug Administration ("FDA") or other regulatory agencies (and commercial sales
are prohibited or limited); future clinical trials of Portola products not
proving that the therapies are safe and effective to the level required by
regulators; anticipated Andexxa sales targets are not satisfied; Andexxa does
not gain acceptance among physicians, payers and patients; potential future
competition by other Factor Xa inhibitor reversal agents; decisions of
regulatory authorities regarding the adequacy of the research and clinical
tests, marketing approval or material limitations on the marketing of Portola
products; delays or failure of product candidates or label extension of existing
products to obtain regulatory approval; delays or the inability to launch
product candidates (including products with label extensions) due to regulatory
restrictions; failure to satisfactorily address matters raised by the FDA and
other regulatory agencies; the possibility that results of clinical trials are
not predictive of safety and efficacy results of products in broader patient
populations; the possibility that clinical trials of product candidates could be
delayed or terminated prior to completion for a number of reasons; the adequacy
of pharmacovigilance and drug safety reporting processes; and a variety of other
risks set forth from time to time in Alexion's or Portola's filings with the
SEC, including but not limited to the risks discussed in Alexion's Annual Report
on Form 10-K for the year ended December 31, 2019 and in its other filings with
the SEC and the risks discussed in Portola's Annual Report on Form 10-K for the
year ended December 31, 2019 and in its other filings with the SEC. The risks
and uncertainties may be amplified by the COVID-19 pandemic, which has caused
significant economic uncertainty. The extent to which the COVID-19 pandemic
impacts Portola's and Alexion's businesses, operations, and financial results,
including the duration and magnitude of such effects, will depend on numerous
factors, which are unpredictable, including, but not limited to, the duration
and spread of the outbreak, its severity, the actions to contain the virus or
treat its impact, and how quickly and to what extent normal economic and
operating conditions can resume. Alexion and Portola disclaim any obligation to
update any of these forward-looking statements to reflect events or
circumstances after the date hereof, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Description
99.1 Joint Press Release, dated May 5, 2020.
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