Alexion publishes a supplement to the offer document regarding its recommended cash offer to the shareholders in Wilson Therapeutics
THE OFFER REFERRED TO IN THIS PRESS RELEASE IS NOT BEING MADE, EITHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER, ACCORDING TO LEGISLATION AND REGULATIONS IN SUCH JURISDICTION, WOULD BE PROHIBITED BY APPLICABLE LAW. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED FROM) PERSONS IN THESE COUNTRIES OR PERSONS IN ANY OTHER JURISDICTIONS WHERE TENDER OF SHARES WOULD DEMAND FURTHER DOCUMENTATION, FILINGS OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED PURSUANT TO SWEDISH LAW.
SHAREHOLDERS IN THE UNITED STATES SHOULD REFER TO THE SECTION TITLED “IMPORTANT INFORMATION TO U.S. SHAREHOLDERS” AT THE END OF THIS PRESS RELEASE.
On 11 April 2018, Alexion Pharmaceuticals, Inc.[1]) (”Alexion”), through Alexion Pharma Nordics Holding AB[2]) (“Alexion Sweden”), announced a recommended public offer to the shareholders in Wilson Therapeutics AB (”Wilson Therapeutics”) to acquire all outstanding shares in Wilson Therapeutics at a price of SEK 232 in cash per share (the ”Offer”). The offer document for the Offer was published on 24 April 2018 (the "Offer Document").
Announcement of the supplement to the Offer Document
Due to Wilson Therapeutics' publication today, on 16 May 2018, of its interim report for the period January – March 2018, Alexion Sweden has published a supplement to the Offer Document. The supplement has been approved and registered with the Swedish Financial Supervisory Authority.
The supplement forms part of, and must be read in conjunction with, the Offer Document, which has been approved and registered by the Swedish Financial Supervisory Authority. Other than the amendments set forth in the supplement, the terms and conditions of the Offer, as set forth in the Offer Document, remain unchanged. The supplement and the Offer Document are available at Alexion’s website (www.alexion.com, http://ir.alexion.com/acquisitions.cfm) and at DNB Markets’ website (www.dnb.no/emisjoner) and will also be available in Swedish at the Swedish Financial Supervisory Authority’s website (www.fi.se).
Shareholders have, according to Nasdaq Stockholm's Takeover Rules, the right to withdraw submitted acceptances within five business days from the announcement of a supplement to an offer document. The last day for withdrawal of a submitted acceptance is on 23 May 2018. Withdrawals shall be made in the same manner as other permitted withdrawals according to the terms and conditions in the Offer Document.
The undertakings to accept the Offer made by certain shareholders in Wilson Therapeutics prior to the announcement of the Offer, which have been described in the offer announcement and in the Offer Document, will not be affected by the withdrawal rights stated above.
Acceptance of the Offer etc.
The acceptance period for the Offer runs from 25 April 2018 to 23 May 2018 (subject to any extension thereof). Settlement is expected to commence around 30 May 2018, subject to the conditions for completion having been fulfilled or if Alexion Sweden otherwise decides to complete the Offer.
For full terms and additional information about the Offer, reference is made to the Offer Document and the press releases published by Alexion Sweden on Alexion's website (www.alexion.com, http://ir.alexion.com/acquisitions.cfm).
Advisors
BofA Merrill Lynch is acting as Alexion’s lead financial advisor. Deutsche Bank is also serving as financial advisor and DNB Markets is acting as Nordic financial advisor and Settlement Agent. Advokatfirman Cederquist is acting as legal advisor as to Swedish law and Ropes & Gray LLP is acting as legal advisor as to U.S. law in connection with the Offer.
Contact information
Alexion Pharmaceuticals, Inc.
Investors:
Susan Altschuller, PhD, +1 (475)-230-3534
susan.altschuller@alexion.com
Media:
Megan Goulart, +1 (475)-230-3120
Megan.Goulart@alexion.com
Information is also available at Alexion’s website, www.alexion.com, http://ir.alexion.com/acquisitions.cfm
The information was submitted for announcement at 4 p.m. (CET) on 16 May 2018.
IMPORTANT INFORMATION
This press release has been published in Swedish and English. In the event of any discrepancy between the Swedish original version and the English translation, the Swedish original version shall prevail.
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish laws and regulations.
This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by Alexion Sweden. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, or by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. This includes, but is not limited to facsimile transmission, e-mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or by persons located or resident in those jurisdictions. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or to any Australian, Hong Kongese, Japanese, Canadian, New Zealander or South African or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.
Any purported tender of shares in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within Australia, Hong Kong, Japan, Canada, New Zealand or South Africa will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not an Australian, Hong Kongese, Japanese, Canadian, New Zealander or South African, is not located or resident in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa and is not participating in such Offer from Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or that it is acting on a non-discretionary basis for a principal that is not an Australian, Hong Kongese, Japanese, Canadian, New Zealand or South African, that is located outside Australia, Hong Kong, Japan, Canada, New Zealand or South Africa and that is not giving an order to participate in such offer from those jurisdictions. Alexion Sweden will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.
Important information to U.S. shareholders
The Offer described in this announcement will be made for the shares in Wilson Therapeutics, a Swedish limited liability company. The Offer will be made in the United States pursuant to an exemption from certain U.S. tender offer rules provided by Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), in compliance with Section 14(e) of the U.S. Exchange Act and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws.
It may be difficult for U.S. shareholders to enforce their rights and any claim arising out of the U.S. federal securities laws, since Wilson Therapeutics and Alexion Sweden are organized in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgement.
The receipt of cash pursuant to the Offer by shareholders who are U.S. taxpayers may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other tax laws. Each shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Offer.
In accordance with normal Swedish practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Alexion Sweden and its affiliates or brokers (acting as agents for Alexion Sweden or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase outside the United States, shares in Wilson Therapeutics that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Sweden, such information will be disclosed to U.S. shareholders in Wilson Therapeutics. In addition, the financial advisors to Alexion Sweden, may also engage in ordinary course trading activities in securities of Wilson Therapeutics, which may include purchases or arrangements to purchase such securities.
For purposes of this section “United States” and “U.S.” means the United States of America (its territories and possessions, all states of the Unites States of America and the District of Columbia).
Forward-looking information
Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Alexion Sweden. Any such forward-looking statements speak only as of the date on which they were made and Alexion Sweden has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
[1]) “Alexion” refers to Alexion Pharmaceuticals Inc., a Delaware corporation with reg. no. 2286486 and with registered address 100 College St, New Haven, CT 06510, United States.
[2]) “Alexion Sweden” refers to the newly formed Swedish private limited liability company Alexion Pharma Nordics Holding AB, reg.no. 559097-5495 with registered address c/o Advokatfirman Cederquist KB, P.O. Box 1670, 111 96 Stockholm, Sweden.
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