UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
PORTOLA
PHARMACEUTICALS, INC.
(Name of Subject Company (Issuer))
ODYSSEY
MERGER SUB INC.
a direct wholly owned subsidiary of
ALEXION
PHARMACEUTICALS, INC.
(Name of Filing Persons (Offerors))
Common Stock, $0.001 Par Value
(Title of Class of Securities)
737010108
(CUSIP Number of Class of Securities)
Ludwig N. Hantson, Ph.D.
Chief Executive Officer
121 Seaport Boulevard, Boston, Massachusetts 02210
Telephone: (475) 230-2596
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on
Behalf of Filing Persons)
With a copy to:
Scott A. Barshay
Rachael G. Coffey
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
(212) 373-3000
CALCULATION OF FILING FEE
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Transaction
Valuation*
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Amount
of Filing Fee*
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N/A
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N/A
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*
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Pursuant to General Instruction D to Schedule TO, no
filing fee is required for pre-commencement communications.
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¨
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which
the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
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Amount Previously Paid:
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None
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Filing Party:
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N/A
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Form of Registration No.:
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N/A
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Date Filed:
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N/A
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x
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes
below to designate any transactions to which the statement relates:
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x
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third-party tender offer subject to Rule 14d-1.
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¨
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if
the filing is a final amendment reporting the results of the tender offer. ¨
If applicable, check the appropriate
box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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The pre-commencement communications filed under cover of
this Tender Offer Statement on Schedule TO are being filed by Alexion Pharmaceuticals, Inc., a Delaware corporation
(“Alexion”), and Odyssey Merger Sub Inc. (“Purchaser”),
a Delaware corporation and a direct wholly owned subsidiary of Alexion, pursuant to General Instruction D to Schedule TO
related to a planned tender offer by Purchaser for all of the outstanding shares of common stock, par value $0.001 per share,
of Portola Pharmaceuticals Inc., a Delaware corporation (“Portola”). The planned tender offer will be made
pursuant to an Agreement and Plan of Merger, dated as of May 5, 2020, by and among Purchaser, Alexion and Portola.
Additional Information about the Transaction and Where to
Find It
The tender offer for the outstanding common stock of Portola
has not been commenced. This communication does not constitute a recommendation, an offer to purchase or a solicitation of an offer
to sell Portola securities. The solicitation and offer to buy shares of Portola common stock will only be made pursuant to an Offer
to Purchase and related materials. At the time the tender offer is commenced, Alexion and Purchaser will file a Tender Offer Statement
on Schedule TO with the Securities and Exchange Commission (the “SEC”) and thereafter, Portola will file with the SEC
a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, investors and security
holders are urged to read these materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender
offer documents, as each may be amended or supplemented from time to time) carefully when they become available since they will
contain important information that investors and security holders should consider before making any decision regarding tendering
their common stock, including the terms and conditions of the tender offer. The Tender Offer Statement, Offer to Purchase, Solicitation/Recommendation
Statement and related materials will be filed with the SEC, and investors and security holders may obtain a free copy of these
materials (when available) and other documents filed by Alexion and Portola with the SEC at the website maintained by the SEC at
www.sec.gov. In addition, the Tender Offer Statement and other documents that Alexion and Purchaser file with the SEC will be made
available to all investors and security holders of Portola free of charge from the information agent for the tender offer. Investors
may also obtain, at no charge, the documents filed with or furnished to the SEC by Portola under the “Investors and Media”
section of Portola’s website at www.portola.com.
Cautionary Note Regarding Forward-Looking Statements
To the extent that
statements contained in this communication are not descriptions of historical facts, they are forward-looking statements
reflecting the current beliefs, certain assumptions and current expectations of management and may be identified by words
such as “believes,” “plans,” “anticipates,” “projects,”
“estimates,” “expects,” “intends,” “strategy,” “future,”
“opportunity,” “may,” “will,” “should,” “could,”
“potential,” or similar expressions. Such forward-looking statements are based on management’s current
expectations, beliefs, estimates, projections and assumptions. As such, forward-looking statements are not guarantees of
future performance and involve inherent risks and uncertainties that are difficult to predict. As a result, a number of
important factors could cause actual results to differ materially from those indicated by such forward-looking statements,
including: the risk that the proposed acquisition of Portola by Alexion may not be completed; the possibility that competing
offers or acquisition proposals for Portola will be made; the delay or failure of the tender offer conditions to be satisfied
(or waived), including insufficient shares of Portola common stock being tendered in the tender offer; the failure (or delay)
to receive the required regulatory approvals of the proposed acquisition; the possibility that prior to the completion of the
transactions contemplated by the acquisition agreement, Alexion’s or Portola’s business may experience
significant disruptions due to transaction-related uncertainty; the effects of disruption from the transactions of
Portola’s business and the fact that the announcement and pendency of the transactions may make it more difficult to
establish or maintain relationships with employees, manufactures, suppliers, vendors, business partners and distribution
channels to patients; the occurrence of any event, change or other circumstance that could give rise to the termination of
the acquisition agreement; the risk that stockholder litigation in connection with the proposed transaction may result in
significant costs of defense, indemnification and liability; the failure of the closing conditions set forth in the
acquisition agreement to be satisfied (or waived); the anticipated benefits of Portola’s therapy (Andexxa) not being
realized (including expansion of the number of patients using the therapy); the phase 4 study regarding Andexxa does not meet
its designated endpoints and/or is not deemed safe and effective by the Food and Drug Administration (“FDA”) or
other regulatory agencies (and commercial sales are prohibited or limited); future clinical trials of Portola products not
proving that the therapies are safe and effective to the level required by regulators; anticipated Andexxa sales targets are
not satisfied; Andexxa does not gain acceptance among physicians, payers and patients; potential future competition by other
Factor Xa inhibitor reversal agents; decisions of regulatory authorities regarding the adequacy of the research and clinical
tests, marketing approval or material limitations on the marketing of Portola products; delays or failure of product
candidates or label extension of existing products to obtain regulatory approval; delays or the inability to launch product
candidates (including products with label extensions) due to regulatory restrictions; failure to satisfactorily address
matters raised by the FDA and other regulatory agencies; the possibility that results of clinical trials are not predictive
of safety and efficacy results of products in broader patient populations; the possibility that clinical trials of product
candidates could be delayed or terminated prior to completion for a number of reasons; the adequacy of pharmacovigilance and
drug safety reporting processes; and a variety of other risks set forth from time to time in Alexion's or Portola’s
filings with the SEC, including but not limited to the risks discussed in Alexion's Annual Report on Form 10-K for the
year ended December 31, 2019 and in its other filings with the SEC and the risks discussed in Portola’s Annual
Report on Form 10-K for the year ended December 31, 2019 and in its other filings with the SEC. The risks and
uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty. The extent to
which the COVID-19 pandemic impacts Alexion’s and Portola’s businesses, operations, and financial results,
including the duration and magnitude of such effects, will depend on numerous factors, which are unpredictable, including,
but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its
impact, and how quickly and to what extent normal economic and operating conditions can resume. Alexion and Portola disclaim
any obligation to update any of these forward-looking statements to reflect events or circumstances after the date hereof,
except as required by law.
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