Alexion Pharmaceuticals, Inc. entered into non-binding expression of interest to acquire remaining 96.6% stake in Portola Pharmaceuticals, Inc. for $1.4 billion.
Alexion will fund the transaction with cash on hand. Following the completion of the offer, Portola will continue as a wholly owned direct subsidiary of Alexion. The agreement provides certain termination rights for both Portola and Alexion and further provides that a termination fee of $51.5 million will be payable by Portola to Alexion upon termination of the agreement under certain circumstances. The tender offer is subject to customary conditions, including the tender of at least a majority of the outstanding shares of Portola common stock, consummation of the tender offer, the expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, receipt of approvals, consents or authorizations under certain other specified antitrust laws and receipt of certain other regulatory approvals. The merger agreement has been unanimously approved by the Boards of Alexion and Portola. The Board of Portola has received the opinion of Centerview Partners LLC that the merger consideration to be paid to the holders of shares pursuant to this agreement is fair, from a financial point of view, to such holders. As on May 29, 2020, the 15-day waiting period expired in the ordinary course. Accordingly, the Offer Condition relating to the expiration or termination of the waiting period under the HSR Act has been satisfied. Alexion Pharmaceuticals submitted the notification filing to the Austrian Federal Competition Agency on May 14, 2020 and the waiting period applicable to the Offer expired in the ordinary course on June 12, 2020. Accordingly, the antitrust condition have been satisfied. The initial offer expiration time shall be scheduled to expire on the 20th business day following the commencement of the offer. The offer will not expire prior to July 1, 2020. The transaction is expected to close in the third quarter of 2020.
Andrew Callaway, Greg Wiederrecht and Ahmed Attia of RBC Capital Markets, LLC acted as financial advisors for Alexion. Mark Robinson, Joshua Thornton and Reece Kressler of Centerview Partners LLC acted as financial advisors, Centerview Partners also acted as fairness opinion provider and Jamie Leigh, Ian A. Nussbaum, Kenneth Guernsey, Robert L. Jones, Sally Kay, Howard Morse, Barbara Mirza, Lila Hope, Alexander Israel and Wendy Brenner of Cooley LLP acted as legal advisors to Portola. Scott A. Barshay, Rachael G. Coffey, Caith Kushner, John Kennedy, Raphael Russo, Jonathan Ashtor, Jean McLoughlin, Rick Rule, Eric Stone, Jaren Janghorbani, Rachel Fiorill, Robert Holo, Peter Fisch, Yuni Sobel and Marta Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Alexion. Graham Robinson and Christopher Barlow of Skadden Arps Slate Meager & Flom acted as the legal advisor to Centerview Partners LLC. Brett Budzinski worked on the deal internally. American Stock Transfer & Trust Company, LLC acted as the depository and paying agent for Alexion. Innisfree M&A Inc. acted as the information agent for Alexion. In connection with Centerview's services as the financial advisor to the Portola Board, the company has agreed to pay Centerview an aggregate fee of approximately $25.8 million, $1.75 million of which was payable upon the rendering of Centerview's opinion and $24.05 million of which is payable contingent upon consummation of the transactions. MacKenzie Partners, Inc. acted as Information agent for Portola Pharmaceuticals. Mayer Brown LLP acted as a legal advisor to Alexion Pharmaceuticals, Inc.