In contrast, AstraZeneca's capabilities in genomics, precision medicine and oligonucleotides can be leveraged to develop medicines targeting less-frequent diseases. To support the financing of the offer consideration, AstraZeneca has entered into a new committed $17.5bn bridge-financing facility, provided by Morgan Stanley, J.P. Morgan Securities plc and Goldman Sachs. Apart from the responsibilities and liabilities, if any, which may be imposed on Goldman Sachs International and/or Goldman Sachs Bank USA under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Goldman Sachs International, nor Goldman Sachs Bank USA, nor any of their respective affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by them, or on their behalf, in connection with AstraZeneca or the matters described in this announcement. This area of the website may contain statements that are, or may be deemed to be, forward-looking statements. • on the basis of the issued and to be issued share capital of Alexion (as set out in paragraph (ii) above). US: +1 301 715 8592, Webinar ID: 995 4603 8702 THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH AstraZeneca REGARDS AS UNDULY ONEROUS. Evercore Partners International LLP (“Evercore”), and Centerview Partners UK LLP (“Centerview Partners”) are acting as lead financial advisers. a) Public announcement. Neither Evercore, Centerview Partners nor Ondra, nor any of their respective subsidiaries, holding companies, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with the transaction or any statement contained herein or otherwise. You are about to access AstraZeneca historic archive material. It has been prepared solely for the proposed acquisition referred to in this announcement. Investors and security holders of Alexion are urged to carefully read the entire registration statement and proxy statement/prospectus or proxy statement and other relevant documents filed with the SEC when they become available because they will contain important information. Core EPS is a non-GAAP financial measure and adjusted from reported GAAP EPS to exclude certain significant items such as amortisation and impairment of intangible assets, charges and provisions related to global restructuring programmes and other specified items per AstraZeneca annual filings. (vi) The share capital of the combined Group (being 1,551,562,753) has been calculated as the sum of: • 1,312,660,216 AstraZeneca Shares, being the number of AstraZeneca Shares in issue as at 9 December 2020; and. Apart from the responsibilities and liabilities, if any, which may be imposed on each of Evercore, Centerview Partners and Ondra by the Financial Services and Markets Act 2000 (FSMA), or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore, Centerview Partners nor Ondra, nor any of their respective affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with AstraZeneca or the matters described in this announcement. The boards of directors of both companies have unanimously approved the acquisition. Based on AstraZeneca's reference average ADR price of $54.14, this implies total consideration to Alexion shareholders of $39bn or $175 per share. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Forward-looking statements may and often do differ materially from actual results. I agree to be bound by the terms of this notice. Click here for available international numbers. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Alexion in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus or proxy statement when it is filed with the SEC. As at the date of this announcement, JOES has a paid -up share capital consisting of 100 ordinary shares of S$ 1 each. We have learned today an agreement has been reached for Farmington investors to acquire the stock of Bledson International. (iv) The value placed by the acquisition on the entire issued and to be issued ordinary share capital of Alexion is to be calculated: • by reference to an equivalent value of $54.14 per AstraZeneca reference ADS; and. These forward-looking statements include all matters that are not historical facts and involve predictions. The FcRn extends the half-life and hence the availability of pathogenic immunoglobulin G (IgG) antibodies. The acquisition will be undertaken through a US statutory merger in which Alexion shareholders will receive $60 in cash and 2.1243 new AstraZeneca ADSs listed on the Nasdaq exchange for each of their Alexion shares. Headquartered in Boston, Massachusetts, Alexion has offices around the globe and serves patients in more than 50 countries. 1. For Media enquiries, Megan Goulart, +18573388634, and for Investor Relations, Chris Stevo, +18573389309. All contents remain copyrighted and reserved. If you are in any doubt, you should not continue to seek to access this area of the website. Epic Games, the developer and publisher of Fortnite, maker of Unreal Engine, and operator of the Epic Games Store has acquired RAD Game Tools. The two companies have been on converging paths, AstraZeneca expanding its presence from primary to speciality care, whereas Alexion has been progressing from ultra-orphan to orphan and speciality conditions. The combined company will also have an enhanced global footprint and broad coverage across primary, speciality and highly specialised care. Background on your firm: Explain the history of your organization in this section. Confirmation of Understanding and Acceptance of Disclaimer, AstraZeneca to acquire Alexion, accelerating the Company's strategic and financial development. We remain committed to continuing to serve the patients who rely on our medicines and firmly believe the combined organisation will be well positioned to accelerate innovation and deliver enhanced value for our shareholders, patients and the rare disease communities.”. We bring to AstraZeneca a strong portfolio, innovative rare disease pipeline, a talented global workforce and strong manufacturing capabilities in biologics. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “envisages”, “plans”, “projects”, “anticipates”, “targets”, “aims”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions and include, but are not limited to the ability of the parties to consummate the proposed transaction on a timely basis or at all, the ability of the parties to satisfy the conditions precedent to consummation of the proposed transaction, including the ability to secure the required regulatory approvals on the terms expected, at all or in a timely manner, the ability of AstraZeneca to successfully integrate Alexion’s operations, and the ability of AstraZeneca to implement its plans, forecasts and other expectations with respect to Alexion’s business after the completion of the proposed transaction and realize expected synergies. If they elect, Alexion shareholders may receive their allocation of AstraZeneca ADSs in the form of a corresponding number of ordinary shares of AstraZeneca in addition to the cash consideration. Any forward-looking statements reflect AstraZeneca's and Alexion's current views with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to AstraZeneca's or Alexion's results of operations, financial position, liquidity, prospects, growth or strategies and the industries in which they operate. To the fullest extent permitted by applicable law, Goldman Sachs International, Goldman Sachs Bank USA and each of their respective affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein. I have read this warning and will not be using any of the contained product information for clinical purposes. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website. Over 7,000 rare diseases are known today, and only c.5% have US Food and Drug Administration-approved treatments.1 The global rare disease market is forecasted to grow by a low double digit percentage in the future.2. Date of Board Meeting. Subject to receipt of regulatory clearances and approval by shareholders of both companies, the acquisition is expected to close in Q3 2021, and upon completion, Alexion shareholders will own c.15% of the combined company. For details on how to contact the Investor Relations Team, please click here. AstraZeneca, with Alexion's R&D team, will work to build on Alexion's pipeline of 11 molecules across more than 20 clinical-development programmes across the spectrum of indications, in rare diseases and beyond. Consequently, there can be no certainty that the completion of the proposed acquisition will be forthcoming. (ix) The volume weighted average price of an Alexion Share is derived from Bloomberg by reference to the volume weighted average price over the last 30 Alexion trading days up to 11 December 2020 (being the last Business Day prior to announcement of an offer for Alexion). In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the directors of AstraZeneca (the Responsible Persons) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise. If you would like to view this area of the website, please read this notice carefully. A circular is expected to be published by AstraZeneca in connection with the proposed acquisition in due course. Both companies share the same dedication to science and innovation to deliver life-changing medicines. Goldman Sachs International, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, and Goldman Sachs Bank USA, which is authorised and regulated by the Board of Governors of the Federal Reserve System (Federal Reserve Board), the FDIC and the New York State Department of Financial Services, are each acting exclusively for AstraZeneca and no one else in connection with the transaction and the matters referred to in this document and will not regard any other person as a client in relation to the matters set out in this document and will not be responsible to anyone other than AstraZeneca for providing the protections afforded to their respective clients, nor for providing advice in relation to the transaction or any other matter referred to in this document. Scientific leadership - accelerated presence in immunology. Nothing in this announcement should be construed as a profit estimate or profit forecast. The combined company is expected to deliver double-digit average annual revenue growth through 2025. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. Goldman Sachs Bank USA is acting as lead debt financing underwriter.