Freshfields and Wachtell Guide $39 Billion AstraZeneca-Alexion Merger

AstraZeneca’s largest ever acquisition comes as the pharmaceutical giant seeks to diversify into immunology drugs.

UK-based pharmaceutical giant AstraZeneca announced on Saturday its intention to acquire US drugmaker Alexion as part of a $39 billion deal.

Freshfields Bruckhaus Deringer LLP will serve as legal counsel to AstraZeneca during the acquisition process, and Wachtell Lipton Rosen & Katz will serve as legal counsel to Alexion. AstraZeneca will also be taking on Morgan Stanley Bank International Ltd and JPMorgan as financial advisers, while Bank of America Securities will act as financial adviser to Alexion.

Also involved in the acquisition is MacFarlanes, who worked with Wachtell on the UK side of the deal and will continue to do so as it moves towards completion. All three companies’ teams comprise seasoned M&A lawyers.

The merger agreement, which will see Alexion shareholders receive $60 in cash and 2.1 AstraZeneca shares for every Alexion share they own – equating to an overall price of about $175 per share – has yet to be approved by regulators, though it is expected to close during the third quarter of 2021. Alexion shareholders are estimated to own about 15% of the merged company upon completion.

The agreement also contains a termination fee provision which will require Alexion to pay up to $1.2 billion to AstraZeneca if certain circumstances come about, including if the Alexion board changes its recommendation or proposes an alternative transaction.

AstraZeneca and Alexion have hailed the acquisition, stating that they expect to become one of the most prominent pharmaceutical companies in the world. After merging, AstraZeneca will be able to develop cutting-edge treatments in areas including immunology and rare diseases; its deal with Alexion deal stipulates that an office in Boston will be established as its US headquarters for rare diseases.

“For nearly 30 years Alexion has worked to develop and deliver transformative medicines to patients around the world with rare and devastating diseases,” said Ludwig Hantson, CEO of Alexion, in the companies’ joint statement. “This transaction marks the start of an exciting new chapter for Alexion.”

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