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* Astra to pay $60 in cash, 2.1243 ADS per Alexion shares
* Values Alexion shares at around $175 per share
* To finance equity component with capital increase
(Adds AstraZeneca executive comments, background)
By Rebecca Spalding and Ludwig Burger
Dec 12 (Reuters) - Britain's AstraZeneca has agreed
to buy U.S. drugmaker Alexion Pharmaceuticals for $39
billion in cash and shares to bolster its positions in
immunology and rare diseases.
AstraZeneca, one of the frontrunners in the drug industry's
search for a COVID-19 vaccine, said on Saturday that Alexion
shareholders would receive $60 in cash and about $115 worth of
equity, either in London-traded ordinary shares or in
dollar-denominated American Depositary Shares.
Based on a reference average ADR price of $54.14, that
implies a total price of $175 per share. Alexion shares closed
at around $121 apiece on Friday.
"This acquisition allows us to enhance our presence in
immunology," AstraZeneca Chief Executive Pascal Soriot said in a
statement. "Alexion has established itself as a leader in
complement biology, bringing life-changing benefits to patients
with rare diseases."
The British company said the boards of both companies had
approved the deal which, subject to regulatory and shareholder
approval, is expected to close in the third quarter of 2021.
Alexion shares have struggled in the last few years as
investors have wondered whether the company had a follow-up
therapy to its best-selling franchise that treats rare diseases
- a stock market performance that has made it seen as a possible
takeover target.
Hedge fund Elliott Management, one of the world’s most
powerful activist investors, had been urging Alexion to sell
itself for months and in May spoke out publicly one day before
the company’s annual shareholder meeting.
The fund, which had held private meetings with the company,
argued that CEO Ludwig Hantson’s “go-it-alone” approach had
failed to gain traction and that its plan to buy rivals to
diversify its research pipeline were leading in the wrong
direction.
Elliott first invested in Alexion in 2017 when the share
price was only slightly lower than where it closed at $120.98 on
Friday. Elliott did not immediately respond to a request for
comment.
Soriot told a media call the deal was the result of
exclusive talks, and no competitive bidder was involved.
AstraZeneca finance chief Marc Dunoyer told the same call
that a capital increase for the equity component of the
transaction would take place at the closure of the deal.
On AstraZeneca's experimental COVID-19 vaccine, being
developed with Oxford University, Soriot said it wasn't yet
clear if the company would need results from a U.S. clinical
trial before filing for approval with U.S. regulators.
Assuming positive results from that trial, the company
should be able to submit the vaccine to U.S. regulators within
the next six weeks, he added.
(Additional reporting by Svea Herbst-Bayliss and Aishwarya Nair
Editing by Mark Potter and David Holmes)
