Cambridge-based AstraZeneca said on Saturday it has agreed to buy US drug company Alexion Pharmaceuticals for $39 billion in stock and cash in its largest ever deal.
The deal would see AstraZeneca diversifying from its cancer business for a major investment in rare-disease and immunology drugs.
The offer values Alexion at $175 per share — a 45% premium to its closing price on Friday.
Alexion shareholders would receive $60 in cash and 2.1243 AstraZeneca American Depositary Shares (ADSs) for each Alexion share.
The boards of directors of both companies have unanimously approved the acquisition.
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 about 15% of the combined company.
AstraZeneca CEO Pascal Soriot said: “Alexion has established itself as a leader in complement biology, bringing life-changing benefits to patients with rare diseases.
“This acquisition allows us to enhance our presence in immunology.
“We look forward to welcoming our new colleagues at Alexion so that we can together build on our combined expertise in immunology and precision medicines to drive innovation that delivers life-changing medicines for more patients.”
Alexion CEO Ludwig Hantson said: “For nearly 30 years Alexion has worked to develop and deliver transformative medicines to patients around the world with rare and devastating diseases.
“I am incredibly proud of what our organisation has accomplished and am grateful to our employees for their contributions.
“This transaction marks the start of an exciting new chapter for Alexion.
“We bring to AstraZeneca a strong portfolio, innovative rare disease pipeline, a talented global workforce and strong manufacturing capabilities in biologics.
“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.”
To support the financing of the deal, AstraZeneca has entered into a new committed $17.5 billion bridge-financing facility, provided by Morgan Stanley, J.P. Morgan Securities plc and Goldman Sachs.
In due course, AstraZeneca said it intends to refinance the initial bridge-financing facility “through a combination of new medium-term bank loan facilities, debt-capital market issuances and business cash flows.”