Alexion Pharmaceuticals, Inc. (NASDAQ:ALXN) today issued the
following statement on behalf of the Board of Directors and
management team:
"The Board and management team are focused on delivering
long-term shareholder value by advancing our mission of developing
and delivering transformative medicines for people with rare
diseases.
As part of this commitment, we maintain an active dialogue with
shareholders and welcome all constructive input. We have a history
of seeking, considering and incorporating feedback from all our
shareholders. In that spirit, at their request, we have recently
engaged in good faith with Elliott Advisors (UK) Limited, an
affiliate of Elliott Management, to listen to their point of view,
including their recommendation that we immediately launch a
proactive sale process. Consistent with its fiduciary duties, the
Board unanimously decided that conducting a proactive sale process
would not be in the best interest of shareholders and the patients
we serve at this time. However, in the interest of transparency, we
feel it is important for all our stakeholders to hear about our
decision directly from us.
Refreshed, Independent and Experienced Board Committed to
Fiduciary Duties and Good Governance
Our Board regularly reviews our strategy and underlying
assumptions to ensure that Alexion is on the best path to creating
shareholder value. In considering Elliott’s recommendation, we have
had the benefit of our Board’s exceptional industry backgrounds,
investment experience and M&A leadership, including evaluating,
negotiating and executing on numerous mergers, acquisitions and
sales of major companies throughout their careers. Since 2017,
Alexion has added five new directors, including a new Chief
Executive Officer, and several of these new directors with
desirable skillsets, independence and expertise were added with the
benefit of input from Elliott and other investors.
In deciding that it would be inadvisable to follow Elliott’s
recommendation, our Board considered, among other factors, that it
is highly unusual, if not unprecedented, for a biopharmaceutical
company of our size and maturity to proactively launch a sale
process. We do not believe this approach is the best path for
driving shareholder value.
To eliminate confusion and inaccurate information in the
marketplace, to-date, Alexion has not received any indications of
interest to acquire the Company nor have we rejected any such
inbound proposals. As we have a strong commitment to transparency,
we believe that our public disclosures provide significant detail
into the state of our business sufficient to allow shareholders or
a potential strategic partner to understand our current and future
prospects. Were we to ever receive legitimate and actionable
proposals, the Board would evaluate them in accordance with their
fiduciary duties and act in the best interest of all
shareholders.
Alexion Poised to Significantly Increase Shareholder
Value
An important factor in the Board’s consideration of Elliott’s
recommendation is that we firmly believe the Company has
established a strong foundation to drive growth, create value and
improve patients’ lives. In the past 2.5 years, Alexion has:
- installed an entirely new leadership team, substantially
refreshed the Board of Directors and appointed a new and
independent chair of the Board;
- redefined our strategy and aligned our resources to focus on
driving facilitated conversion to ULTOMIRIS® (ravulizumab-cwvz),
expanding our current assets into new diseases (such as the
neurology franchise), and diversifying our portfolio;
- rebuilt and advanced our pipeline, including delivery of three
positive Phase 3 programs, four successful launches, 12 business
development deals and the initiation of multiple additional
clinical programs with our medicines;
- executed consistently and generated strong financial and
operational performance, underscored most recently by another
strong quarter in Q3 2019, with 23 percent revenue growth and 38
percent non-GAAP EPS growth year-over-year; and
- delivered strong top-line performance each of the last 11
quarters from Q2 2017 through Q3 2019, reset the cost structure of
the business and placed our operating margin in a competitive band
that will enable us to deliver on our future goals.
We are not done. We believe significant potential value growth
lies ahead for Alexion and our shareholders. As we look to the
future, we expect to drive that growth and durability through three
key priorities – facilitated conversion to ULTOMIRIS, expansion of
our current assets into new diseases, and further diversification
of our portfolio, while maintaining a strong culture of compliance
and transparency. Our rebuilt and expanded pipeline – which
includes 22 clinical-stage development programs planned across 11
assets – has the potential to deliver at least 10 additional
launches by 2023, supported by a revamped and strengthened R&D
organization and disciplined business development initiatives.
Over the course of our engagement, Elliott has been extremely
complimentary of our Board, management team and business. We
appreciate Elliott’s recognition of the uniqueness and strength of
Alexion’s business, the quality and independence of the refreshed
Board and management team, prospects for attractive top-line and
bottom-line growth, and our strong operational and financial
performance, consistently delivering on the ambitious strategy we
laid out a few years ago. Finally, we share Elliott’s view that the
current market price substantially undervalues the Company
today.
Working Together with Urgency and Focus
Our Board and management team continue to work with urgency and
focus to deliver shareholder value. We understand that there are
risks and uncertainties in the biopharmaceutical business and the
path to value creation is often not smooth and linear. But in that
context, we remain committed to providing the best outcomes we can
to all our stakeholders. We are very proud of what our employees
globally have accomplished over the past few years transforming the
organization. We look forward to working together, alongside
physicians and patients, to deliver on our mission of developing
transformative medicines for people with rare diseases.
We hope this communication has been helpful to you, underscoring
the respect we have for our investors and all stakeholders. We look
forward to reporting on our continued business progress and
maintaining an open dialogue with all our shareholders and other
stakeholders."
About Alexion
Alexion is a global biopharmaceutical company focused on serving
patients and families affected by rare diseases through the
discovery, development and commercialization of life-changing
therapies. As the global leader in complement biology and
inhibition for more than 20 years, Alexion has developed and
commercializes two approved complement inhibitors to treat patients
with paroxysmal nocturnal hemoglobinuria (PNH) and atypical
hemolytic uremic syndrome (aHUS), as well as the first and only
approved complement inhibitor to treat anti-acetylcholine receptor
(AChR) antibody-positive generalized myasthenia gravis (gMG) and
neuromyelitis optica spectrum disorder (NMOSD). Alexion also has
two highly innovative enzyme replacement therapies for patients
with life-threatening and ultra-rare metabolic disorders,
hypophosphatasia (HPP) and lysosomal acid lipase deficiency
(LAL-D). In addition, the company is developing several
mid-to-late-stage therapies, including a second complement
inhibitor, a copper-binding agent for Wilson disease and an
anti-neonatal Fc receptor (FcRn) antibody for rare Immunoglobulin G
(IgG)-mediated diseases as well as several early-stage therapies,
including one for light chain (AL) amyloidosis and a second
anti-FcRn therapy. Alexion focuses its research efforts on novel
molecules and targets in the complement cascade and its development
efforts on the core therapeutic areas of hematology, nephrology,
neurology, metabolic disorders and cardiology. Headquartered in
Boston, Massachusetts, Alexion has offices around the globe and
serves patients in more than 50 countries. This press release and
further information about Alexion can be found at:
www.alexion.com.
[ALXN-G]
Forward-Looking Statement
This press release contains forward-looking statements. Words
such as “anticipates,” ‘may,” “forecasts,” “expects,” “intends,”
“plans,” “potentially,” “believes,” “seeks,” “estimates,” and
variations of such words and similar expressions are intended to
identify such forward-looking statements, although not all
forward-looking statements contain these identifying words.
Forward-looking statements are not guarantees of future performance
and are subject to certain risks, uncertainties, and assumptions
that are difficult to predict; therefore, actual results may differ
materially from those expressed or forecasted in any such
statements. Such forward-looking statements are based on current
expectations, estimates and projections about our industry and
business, management’s beliefs, and certain assumptions made by our
management, and may include, but are not limited to, statements
regarding: the strength of our business and continued growth; plans
to expand Alexion’s pipeline; potential value growth lies ahead for
Alexion; Alexion’s goal of continuing to build on momentum in the
future; future plans for, and the timing for, the commencement of
future clinical trials and the expected timing of the receipt of
results of certain clinical trials and studies; potential benefits
of current products and products under development and in clinical
trials; plans for development programs with third parties; the
potential to treat a broad range of diseases with assets acquired
or licensed through our business development activities; the
anticipated closing of the Achillion acquisition; and Alexion’s
future clinical, regulatory, and commercial plans for ULTOMIRIS and
other products and product candidates. Forward-looking statements
are subject to risks and uncertainties that may cause Alexion’s
results and plans to differ materially from those forward-looking
statements. Such risks and uncertainties include, but are not
limited to, increased competition, actions by regulatory agencies,
product candidates not receiving regulatory approvals, the
possibility that expected tax benefits will not be realized,
assessment of impact of recent accounting pronouncements, potential
declines in sovereign credit ratings or sovereign defaults in
countries where we sell our products, delay of collection or
reduction in reimbursement due to adverse economic conditions or
changes in government and private insurer regulations and
approaches to reimbursement, uncertainties surrounding legal
proceedings, company investigations and government investigations
and assessments, and the effect of shifting foreign exchange rates,
as well as other risks and uncertainties discussed in Alexion’s
Quarterly Report on Form 10-Q for the period ended September 30,
2019 and in our other filings with the SEC. Alexion disclaims any
obligation to update any of the statements in this release to
reflect events or circumstances after the date hereof, except when
a duty arises under law.
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version on businesswire.com: https://www.businesswire.com/news/home/20191206005218/en/
Media Megan Goulart, 857-338-8634 Senior Director, Corporate
Communications Investors Susan Altschuller, Ph.D., 857-338-8788
Vice President, Investor Relations
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