Achillion Pharmaceuticals, a clinical-stage biopharmaceutical company dedicated to transforming the lives of patients and families affected by complement-mediated diseases, announced that its shareholders have approved the acquisition of Achillion by Alexion Pharmaceuticals.
Achillion continues to expect the transaction to close in the first half of 2020, subject to expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Alexion and Achillion have not yet submitted their filings under the HSR Act, and currently anticipate doing so in January 2020.
“Today’s results represent an important milestone in completing our transaction with Alexion and becoming better positioned to more quickly bring new, innovative and life-changing drugs to market,” said Joe Truitt, President and Chief Executive Officer at Achillion. “We appreciate the support of our shareholders, employees and partners, and we look forward to continuing to work with Alexion toward closing the transaction and achieving the anticipated benefits on behalf of patients and their families.”
At the December 19, 2019 special meeting of shareholders (the “Special Meeting”), Achillion’s shareholders voted to approve and adopt the Merger Agreement. Of the shares voted, approximately 99 percent voted to approve and adopt the Merger Agreement. The final vote results will be reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission.
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Under the terms of the agreement, which was announced on October 16, 2019, Alexion will acquire Achillion for an initial consideration of approximately $930 million, or $6.30 per share in cash for each share of Achillion common stock.
The transaction includes the potential for additional consideration in the form of non-tradeable contingent value rights (CVRs), which will be paid to Achillion shareholders if certain clinical and regulatory milestones are achieved within specified periods. These include $1.00 per share for the U.S. FDA approval of danicopan and $1.00 per share for ACH-5228 Phase 3 initiation.