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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

ALEXION PHARMACEUTICALS, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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PROXY STATEMENT OF ALEXION PHARMACEUTICALS, INC.   PROSPECTUS OF ASTRAZENECA PLC

GRAPHIC

 

GRAPHIC

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Alexion Pharmaceuticals, Inc.:

          On December 12, 2020, Alexion Pharmaceuticals, Inc. (which we refer to as "Alexion"), AstraZeneca PLC (which we refer to as "AstraZeneca"), Delta Omega Sub Holdings Inc., a wholly owned subsidiary of AstraZeneca (which we refer to as "Bidco"), Delta Omega Sub Holdings Inc. 1, a direct, wholly owned subsidiary of Bidco (which we refer to as "Merger Sub I") and Delta Omega Sub Holdings LLC 2, a direct, wholly owned subsidiary of Bidco (which we refer to as "Merger Sub II" and, together with Merger Sub I, the "Merger Subs") entered into an Agreement and Plan of Merger (which, as it may be amended from time to time, we refer to as the "merger agreement") that provides for the acquisition of Alexion by AstraZeneca. On the terms and subject to the conditions set forth in the merger agreement, (1) Merger Sub I will merge with and into Alexion (which we refer to as the "first merger") with Alexion surviving the first merger as a wholly owned subsidiary of Bidco, and (2) immediately following the effective time of the first merger (which we refer to as the "first effective time"), Alexion will merge with and into Merger Sub II (which we refer to as the "second merger" and, together with the first merger, the "transaction") with Merger Sub II surviving the second merger as a direct wholly owned subsidiary of Bidco and an indirect wholly owned subsidiary of AstraZeneca.

          Upon the successful completion of the transaction, each share of common stock, par value $0.0001 per share, of Alexion issued and outstanding (other than certain excluded shares as described in the merger agreement) that you own will be converted into the right to receive (1) 2.1243 (which number we refer to as the "exchange ratio") American depositary shares of AstraZeneca (which we refer to as AstraZeneca ADSs) (or, at your election, a number of ordinary shares of AstraZeneca equal to the number of underlying ordinary shares represented by such 2.1243 AstraZeneca ADSs) and (2) $60 in cash, without interest (which we refer to, collectively, as the "merger consideration").

          The exchange ratio is fixed and will not be adjusted to reflect changes in the price of Alexion common stock or AstraZeneca ADSs prior to the completion of the transaction. The AstraZeneca ADSs issued in connection with the transaction will be listed on the NASDAQ Global Select Market (which we refer to as the "Nasdaq"). Based on the number of shares of Alexion common stock and AstraZeneca ordinary shares outstanding on April 7, 2021, upon completion of the transaction, we expect that former Alexion stockholders would own approximately 15.2% of the outstanding ordinary shares of AstraZeneca, and AstraZeneca shareholders immediately prior to the transaction would own approximately 84.8% of the outstanding ordinary shares of AstraZeneca. AstraZeneca ADSs are traded on Nasdaq under the symbol "AZN" and AstraZeneca ordinary shares are traded on the London Stock Exchange plc, which is referred to as "LSE," under the symbol "AZN." Alexion common stock is traded on Nasdaq under the symbol "ALXN." We encourage you to obtain current quotes for the AstraZeneca ADSs and the common stock of Alexion.

          Because the exchange ratio is fixed, the market value of the merger consideration to Alexion stockholders will fluctuate with the market price of the AstraZeneca ADSs and will not be known at the time that Alexion stockholders vote on the transaction. Based on the reference average price of AstraZeneca ADSs of $54.14 on the Nasdaq on December 11, 2020, the last full trading day before the public announcement of the merger agreement, the implied value of the merger consideration to Alexion stockholders was approximately $175.00 per share of Alexion common stock. On April 7, 2021, the latest practicable trading day before the date of this proxy statement/prospectus, the closing price of AstraZeneca ADSs on the Nasdaq was $48.42 per share, resulting in an implied value of the merger consideration to Alexion stockholders of $162.86 per share of Alexion common stock.

          At the special meeting of Alexion's stockholders (which we refer to as the "Alexion special meeting"), Alexion stockholders will be asked to consider and vote on (1) a proposal to adopt the merger agreement (which we refer to as the "merger proposal"), (2) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Alexion's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement and (3) a proposal to adjourn the Alexion special meeting to solicit additional proxies, if necessary or appropriate, if there are insufficient votes to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Alexion stockholders. The board of directors of Alexion unanimously recommends that Alexion stockholders vote "FOR" each of the proposals to be considered at the Alexion special meeting.

          We cannot complete the transaction unless the merger proposal is approved by Alexion stockholders. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to attend the Alexion special meeting, please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope or call the toll-free telephone number or use the Internet as described in the instructions included with your proxy card in order to authorize the individuals named on your proxy card to vote your shares at the Alexion special meeting.

          This proxy statement/prospectus provides you with important information about the Alexion special meeting, the transaction, and each of the proposals. We encourage you to read the entire document carefully, in particular the "Risk Factors" section beginning on page 29 for a discussion of risks relevant to the transaction.

          We look forward to the successful completion of the transaction.

          As noted above, the Alexion board of directors unanimously recommends that Alexion stockholders vote "FOR" the adoption of the merger agreement.

Sincerely,   Sincerely,

GRAPHIC


Ludwig N. Hantson
President and Chief Executive Officer
Alexion Pharmaceuticals, Inc.

 

GRAPHIC


Pascal Soriot
Executive Director and Chief Executive Officer
AstraZeneca PLC

          Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transaction, the adoption of the merger agreement or any of the other transactions described in this proxy statement/prospectus or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

          This proxy statement/prospectus is dated April 12, 2021 and is first being mailed to Alexion stockholders on or about April 12, 2021.


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ADDITIONAL INFORMATION

        Alexion files annual, quarterly and other reports, proxy statements and other information with the U.S. Securities and Exchange Commission (which we refer to as the "SEC"), and AstraZeneca files annual and other reports and other information with the SEC. This proxy statement/prospectus incorporates by reference important business and financial information about Alexion and AstraZeneca from documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section entitled "Where You Can Find Additional Information." You can obtain copies of the documents incorporated by reference into this proxy statement/prospectus, without charge, from the SEC's website at http://www.sec.gov.

        You may also request copies of such documents incorporated by reference into this proxy statement/prospectus (excluding all exhibits, unless an exhibit has specifically been incorporated by reference into this proxy statement/prospectus), without charge, by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

Alexion Pharmaceuticals, Inc.
121 Seaport Boulevard
Boston, Massachusetts 02210
Attention: Investor Relations
Telephone: (475) 230-2596
  AstraZeneca PLC
1 Francis Crick Avenue
Cambridge Biomedical Campus
Cambridge
CB2 0AA
England
Attention: Investor Relations
Telephone: +44-20-3749-5000

        In addition, if you have questions about the transaction or the Alexion special meeting, need additional copies of this document or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Innisfree M&A Incorporated, Alexion's proxy solicitor, at the following address and telephone numbers:

INNISFREE M&A INCORPORATED
Shareholders call toll-free from the U.S. and Canada
at (877) 717-3904
or direct at +1 (412) 232-3651 from other locations
Banks and brokers may call collect at (212) 750-5833.

        You will not be charged for any of the documents you request. If you would like to request documents, please do so by May 4, 2021 (which is five business days before the date of the Alexion special meeting) in order to receive them before the Alexion special meeting.


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ABOUT THIS PROXY STATEMENT/PROSPECTUS

        This proxy statement/prospectus, which forms part of a registration statement on Form F-4 (File No. 333-253315) filed with the SEC by AstraZeneca, constitutes a prospectus of AstraZeneca under Section 5 of the U.S. Securities Act of 1933, as amended (which we refer to as the "U.S. Securities Act") with respect to the AstraZeneca ordinary shares underlying the AstraZeneca ADSs to be issued to Alexion stockholders pursuant to the Agreement and Plan of Merger, dated as of December 12, 2020, by and among Alexion, AstraZeneca, Bidco and the Merger Subs.

        This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement of Alexion under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (which we refer to as the "U.S. Exchange Act") with respect to the Alexion special meeting, at which Alexion stockholders will be asked to consider and vote on, among other matters, a proposal to adopt the merger agreement.

        You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated April 12, 2021. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to Alexion stockholders nor the issuance of AstraZeneca ADSs or AstraZeneca ordinary shares pursuant to the merger agreement will create any implication to the contrary.

        This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which it is unlawful to make any such offer or solicitation in such jurisdiction.

        The information concerning AstraZeneca contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by AstraZeneca, and information concerning Alexion contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Alexion.

        Unless otherwise specified, currency amounts referenced in this proxy statement/prospectus are in U.S. dollars.

        This proxy statement/prospectus is not a prospectus published in accordance with the Prospectus Regulation Rules made under Part VI of the United Kingdom Financial Services and Markets Act 2000 (as set out in the Financial Conduct Authority Handbook). AstraZeneca intends to mail to AstraZeneca shareholders a shareholder circular relating to the general meeting of AstraZeneca's shareholders to be held for the purpose of obtaining the approval of holders of AstraZeneca ordinary shares of the transactions contemplated by the merger agreement. A copy of such circular may be obtained at AstraZeneca's website (www.astrazeneca.com) following approval by the Financial Conduct Authority (which we refer to as the "FCA"). The web address of AstraZeneca has been included as an inactive textual reference only. The AstraZeneca circular and website are not incorporated by reference into, and do not form a part of, this proxy statement/prospectus.

Presentation of Financial Information

        This proxy statement/prospectus contains or is accompanied by:

the audited consolidated financial statements of AstraZeneca as of December 31, 2020 and 2019 and for the three years in the period ended December 31, 2020, (i) prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006, (ii) as prepared in accordance with the accounting provisions required by International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, and (iii) as prepared in accordance with International Financial

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Reporting Standards as issued by the International Accounting Standards Board ("IFRS") (referred to in this proxy statement/prospectus as the AstraZeneca consolidated financial statements); and

the audited consolidated financial statements of Alexion as of December 31, 2020 and 2019 and for the three years in the period ended December 31, 2020, prepared on the basis of U.S. GAAP (referred to in this proxy statement/prospectus as the Alexion consolidated financial statements).

        Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the AstraZeneca consolidated financial statements and the Alexion consolidated financial statements incorporated by reference into this proxy statement/prospectus.

        This proxy statement/prospectus also contains the unaudited pro forma condensed combined financial information of AstraZeneca as of and for the year ended December 31, 2020 after giving effect to the transaction, referred to in this proxy statement/prospectus as pro formafinancial information. See the section of this proxy statement/prospectus entitled "Unaudited Pro Forma Condensed Combined Financial Information." For the purposes of the unaudited pro forma condensed combined financial information, Alexion financial information is converted from U.S. GAAP to IFRS. The financial information set forth in this proxy statement/prospectus has been rounded for ease of presentation. Accordingly, in certain cases, the sum of the numbers in a column in a table may not conform to the total figure given for that column.

        For additional information on the presentation of financial information in this proxy statement/prospectus, see the AstraZeneca consolidated financial statements and the Alexion consolidated financial statements, in each case, incorporated by reference into this proxy statement/prospectus.


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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 11, 2021

        To the Stockholders of Alexion Pharmaceuticals, Inc.:

        Notice is hereby given that Alexion Pharmaceuticals, Inc. (which we refer to as "Alexion") will hold a special meeting of its stockholders (which we refer to as the "Alexion special meeting") virtually via the Internet on May 11, 2021, beginning at 9:00 a.m., Eastern Time.

        In light of the ongoing COVID-19 (coronavirus) pandemic, the Alexion special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the Alexion special meeting online and to vote your shares electronically at the meeting by visiting www.virtualshareholdermeeting.com/ALXN2021SM (which we refer to as the "special meeting website").

        The Alexion special meeting will be held for the following purposes:

to consider and vote on a proposal (which we refer to as the "merger proposal") to adopt the Agreement and Plan of Merger, dated as of December 12, 2020 (which, as it may be amended from time to time, we refer to as the "merger agreement") by and among AstraZeneca PLC (which we refer to as "AstraZeneca"), Delta Omega Sub Holdings Inc., a wholly owned subsidiary of AstraZeneca (which we refer to as "Bidco"), Delta Omega Sub Holdings Inc. 1, a direct, wholly owned subsidiary of Bidco (which we refer to as "Merger Sub I") and Delta Omega Sub Holdings LLC 2, a direct, wholly owned subsidiary of Bidco (which we refer to as "Merger Sub II");

to consider and vote on a proposal (which we refer to as the "compensation proposal") to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Alexion's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement; and

to consider and vote on a proposal (which we refer to as the "adjournment proposal") to approve the adjournment of the Alexion special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Alexion special meeting to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Alexion stockholders.

        Alexion will transact no other business at the Alexion special meeting, except such business as may properly be brought before the Alexion special meeting or any adjournment or postponement thereof. The accompanying proxy statement/prospectus, including the merger agreement attached thereto as Annex A, contains further information with respect to these matters.

        Stockholders of record at the close of business on March 30, 2021 (which we refer to as the "record date") will be entitled to notice of and to vote at the Alexion special meeting or any adjournment of the Alexion special meeting.

        The Alexion board of directors has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including (1) the merger of Merger Sub I with and into Alexion (which we refer to as the "first merger") and (2) the merger of Alexion with and into Merger Sub II (which we refer to as the "second merger," and, together with the first merger, the "transaction") on the terms and subject to the conditions set forth in the merger agreement. The Alexion board of directors unanimously recommends that Alexion stockholders vote "FOR" the merger proposal, "FOR" the compensation proposal and "FOR" the adjournment proposal.

        Your vote is very important, regardless of the number of shares of Alexion common stock you own. The parties cannot complete the transactions contemplated by the merger agreement, including the transaction, without approval of the merger proposal. Assuming a quorum is present, the approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Alexion common stock entitled to vote on the merger proposal.


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        Whether or not you plan to attend the Alexion special meeting via the special meeting website, Alexion urges you to please promptly mark, sign and date the accompanying proxy and return it in the enclosed postage-paid envelope, which requires no postage if mailed in the United States, or to submit your votes electronically by calling the toll-free telephone number or using the Internet as described in the instructions included with the accompanying proxy card, so that your shares may be represented and voted at the Alexion special meeting. If you hold your shares through a broker, bank or other nominee in "street name" (instead of as a registered holder), please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of Alexion stockholders entitled to vote at the Alexion special meeting will be available at our headquarters for examination by any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the Alexion special meeting. If you would like to examine the list of Alexion stockholders of record, please contact Alexion's Corporate Secretary at (475) 230-2596 to schedule an appointment or request access. If our headquarters are closed for health and safety reasons related to the coronavirus (COVID-19) pandemic during such period, the list of stockholders will be made available for examination electronically upon request to our Corporate Secretary, subject to our satisfactory verification of stockholder status. The list of Alexion stockholders entitled to vote at the Alexion special meeting will also be available for examination by any Alexion stockholder during the Alexion special meeting via the special meeting website at www.virtualshareholdermeeting.com/ALXN2021SM.

        If you have any questions about the transaction, please contact Alexion at (475) 230-2596 or write to Alexion Pharmaceuticals, Inc., 121 Seaport Boulevard, Boston, Massachusetts 02210, Attention: Investor Relations.

        If you have any questions about how to vote or direct a vote in respect of your shares of Alexion common stock, you may contact Alexion's proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 717-3904. Banks and brokers may call collect at (212) 750-5833.

By Order of the Board of Directors,

GRAPHIC

Ellen Chiniara
Chief Legal Officer and Corporate Secretary

Boston, Massachusetts

Dated: April 12, 2021


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YOUR VOTE IS VERY IMPORTANT

        PLEASE VOTE ON THE ENCLOSED PROXY CARD NOW EVEN IF YOU PLAN TO ATTEND THE ALEXION SPECIAL MEETING VIA THE SPECIAL MEETING WEBSITE. YOU CAN VOTE BY SIGNING, DATING AND RETURNING YOUR PROXY CARD BY MAIL IN THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES, OR BY TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU DO ATTEND THE ALEXION SPECIAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE AT THE ALEXION SPECIAL MEETING IF YOU ARE A STOCKHOLDER OF RECORD AS OF THE RECORD DATE OR HAVE A LEGAL PROXY FROM A STOCKHOLDER OF RECORD AS OF THE RECORD DATE. IF YOU DO NOT SUBMIT YOUR PROXY, INSTRUCT YOUR BROKER HOW TO VOTE YOUR SHARES OR VOTE ELECTRONICALLY AT THE ALEXION SPECIAL MEETING ON THE MERGER PROPOSAL, IT WILL HAVE THE SAME EFFECT AS A VOTE "AGAINST" THE MERGER PROPOSAL.

        The accompanying proxy statement/prospectus provides a detailed description of the merger agreement, the transaction, the merger proposal and the related agreements and transactions. We urge you to read the accompanying proxy statement/prospectus, including any documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety. If you have any questions concerning the transaction, the merger proposal, the other proposals or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus or need help voting your shares, please contact Alexion's proxy solicitor at the address and telephone numbers listed below:

INNISFREE M&A INCORPORATED
Shareholders call toll-free from the U.S. and Canada at (877) 717-3904
or direct at +1 (412) 232-3651 from other locations
Banks and brokers may call collect at (212) 750-5833.


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TABLE OF CONTENTS

QUESTIONS AND ANSWERS

  iv

SUMMARY

  1

Information about the Companies

  1

Risk Factors

  2

The Transaction and the Merger Agreement

  3

Merger Consideration

  3

Alexion Board of Directors' Recommendation

  4

Comparative Per Share Market Price Information

  4

Opinion of Alexion's Financial Advisor

  4

The Alexion Special Meeting

  5

Listing of AstraZeneca ADSs

  6

Delisting and Deregistration of Alexion Common Stock

  6

Material U.S. Federal Income Tax Consequences

  6

Accounting Treatment of the Transaction

  7

Treatment of Alexion Equity Awards

  7

Regulatory Approvals Required for the Transaction

  8

Appraisal or Dissenters' Rights

  9

Litigation Relating to the Transaction

  10

Description of Debt Financing

  10

Comparison of Shareholders' Rights

  11

Conditions to the Transaction

  11

No Solicitation

  13

Termination of the Merger Agreement

  13

Your Rights as an AstraZeneca Shareholder Will Be Different from Your Rights as an Alexion Stockholder

  14

Interests of Alexion's Directors and Executive Officers in the Transaction

  14

Recent Developments

  15

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

  15

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ALEXION

  18

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ASTRAZENECA

  22

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

  24

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

  25

UNAUDITED HISTORICAL COMPARATIVE PER SHARE DATA

  27

RISK FACTORS

  29

Risks Relating to the Transaction

  29

Risks Related to AstraZeneca's Business

  42

THE ALEXION SPECIAL MEETING

  43

THE MERGER PROPOSAL

  50

Transaction Structure

  51

Merger Consideration

  51

Background of the Transaction

  53

Recommendation of the Alexion Board of Directors; Alexion's Reasons for the Transaction

  59

Opinion of Alexion's Financial Advisor

  63

Alexion Unaudited Prospective Financial Information

  75

Listing of AstraZeneca ADSs

  79

Delisting and Deregistration of Alexion Common Stock

  79

Interests of Alexion's Directors and Executive Officers in the Transaction

  79

Accounting Treatment of the Transaction

  86

Regulatory Approvals Required for the Transaction

  87

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Appraisal or Dissenters' Rights

  88

Litigation Relating to the Transaction

  94

Restrictions on Resales of AstraZeneca ADSs Received in the Transaction

  94

The AstraZeneca Debt Financing

  94

Material U.S. Federal Income Tax Consequences

  95

Material UK Tax Consequences of Owning AstraZeneca ordinary shares or AstraZeneca ADSs

  102

Recent Developments

  104

THE ADVISORY COMPENSATION PROPOSAL

  105

THE ADJOURNMENT PROPOSAL

  106

INFORMATION ABOUT THE COMPANIES

  107

Information about the Companies

  107

THE MERGER AGREEMENT

  109

Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement

  109

Structure of the Transaction

  109

Closing and Effectiveness of the Transaction

  110

Merger Consideration

  110

No Fractional ADSs

  110

Shares Subject to Properly Exercised Appraisal Rights

  111

Surrender of Alexion Common Stock

  111

Treatment of Alexion Equity Awards

  111

Conditions to Completion of the Transaction

  113

Representations and Warranties

  114

Definition of "Material Adverse Effect"

  117

Conduct of Business Pending the Transaction

  118

No Solicitation

  123

Efforts to Consummate the Transaction

  126

Financing

  128

Obligations to Call Stockholders' Meetings

  129

Proxy Statement and Registration Statement Covenant

  130

Indemnification and Insurance

  130

Employee Matters

  131

Certain Other Covenants and Agreements

  132

Termination of the Merger Agreement

  133

Termination Payments and Expenses

  134

Other Expenses

  135

Specific Performance

  135

Third-Party Beneficiaries

  135

Amendments; Waivers

  136

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

  137

UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT

  138

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION

  139

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

  140

BENEFICIAL OWNERSHIP OF SECURITIES

  156

Security Ownership of Certain Beneficial Owners and Management of Alexion

  156

Security Ownership of Certain Beneficial Owners and Management of AstraZeneca

  157

COMPARISON OF RIGHTS OF ASTRAZENECA SHAREHOLDERS AND ALEXION STOCKHOLDERS

  159

LEGAL MATTERS

  183

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EXPERTS

  183

Alexion

  183

AstraZeneca

  183

ENFORCEABILITY OF CIVIL LIABILITIES

  183

OTHER MATTERS

  183

FUTURE STOCKHOLDER PROPOSALS

  184

Alexion

  184

HOUSEHOLDING OF PROXY MATERIALS

  184

WHERE YOU CAN FIND ADDITIONAL INFORMATION

  185

Incorporation of Certain Documents by Reference

  185

Annex A—Agreement and Plan of Merger

 
A-1

Annex B—Opinion of Alexion Financial Advisor

  B-1

Annex C—Section 262 of the Delaware General Corporation Law

  C-1

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QUESTIONS AND ANSWERS

        The following are brief answers to certain questions that you, as a stockholder of Alexion, may have regarding the transaction and the other matters being considered at the Alexion special meeting. You are urged to carefully read this proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Please refer to the section entitled "Summary" beginning on page 1 for a summary of important information regarding the merger agreement, the transaction and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus, without charge, by following the instructions under the section entitled "Where You Can Find Additional Information" beginning on page 185.

Q:
Why am I receiving this proxy statement/prospectus?

A:
You are receiving this proxy statement/prospectus because Alexion has agreed to be acquired by AstraZeneca through (1) a merger of Merger Sub I with and into Alexion (which we refer to as the "first merger") with Alexion surviving the first merger as a wholly owned subsidiary of Bidco, and (2) immediately following the first merger, a merger of Alexion with and into Merger Sub II (which we refer to as the "second merger") with Merger Sub II surviving the second merger as a direct wholly owned subsidiary of Bidco and an indirect wholly owned subsidiary of AstraZeneca. The merger agreement, which governs the terms and conditions of the transaction, is attached to this proxy statement/prospectus as Annex A.

Your vote is required in connection with the transaction. Alexion is sending these materials to its stockholders to help them decide how to vote their shares with respect to the adoption of the merger agreement, among other important matters.

Q:
What matters am I being asked to vote on?

A:
In order to complete the transaction, among other things, Alexion stockholders must adopt the merger agreement in accordance with the DGCL, which proposal is referred to as the "merger proposal."

Alexion is holding the Alexion special meeting to obtain approval of the merger proposal. At the Alexion special meeting, Alexion stockholders will also be asked to consider and vote on:

a proposal to approve on a non-binding, advisory basis, the compensation that may be paid or become payable to Alexion's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement (which proposal we refer to as the "compensation proposal"); and

a proposal to approve the adjournment of the Alexion special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Alexion special meeting to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Alexion stockholders (which proposal we refer to as the "adjournment proposal").

Your vote is very important, regardless of the number of shares that you own. The approval of the merger proposal is a condition to the obligations of Alexion to complete the transaction. Neither the approval of the compensation proposal nor the approval of the adjournment proposal is a condition to the obligations of Alexion to complete the transaction.

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Q:
When and where will the Alexion special meeting take place?

A:
The Alexion special meeting will be held virtually via the Internet on May 11, 2021, beginning at 9:00 a.m., Eastern Time. The Alexion special meeting will be held solely via live webcast and there will not be a physical meeting location. Alexion stockholders will be able to attend the Alexion special meeting online and vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/ALXN2021SM (which we refer to as the "special meeting website"). If you choose to attend the Alexion special meeting and vote your shares during the Alexion special meeting, you will need the 16-digit control number located on your proxy card as described in the section entitled "The Alexion Special Meeting—Attending the Alexion Special Meeting" beginning on page 48.

Even if you plan to attend the Alexion special meeting, Alexion recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Alexion special meeting.

If you hold your shares in "street name" you may only vote them via the special meeting website if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote the shares.

Q:
Does my vote matter?

A:
Yes, your vote is very important, regardless of the number of shares that you own. The merger cannot be completed unless, among other things, the merger proposal is approved by Alexion stockholders.

A failure to return or submit your proxy or to vote at the Alexion special meeting as provided in this proxy statement/prospectus will have the same effect as a vote "AGAINST" the merger proposal. The failure to return or submit your proxy and to attend the Alexion special meeting will have no effect on the compensation proposal (assuming a quorum is present) or the adjournment proposal, but the failure of any shares present or represented at the Alexion special meeting to vote on the proposal will have the same effect as a vote "AGAINST" the compensation proposal and "AGAINST" the adjournment proposal, as applicable. The Alexion board of directors unanimously recommends that you vote "FOR" the merger proposal, "FOR" the compensation proposal and "FOR" the adjournment proposal.

Q:
What will Alexion stockholders receive for their shares if the transaction is completed?

A:
If the transaction is completed, each share of common stock, par value $0.0001 per share, of Alexion issued and outstanding (other than certain excluded shares as described in the merger agreement) will be converted into the right to receive (1) 2.1243 AstraZeneca ADSs (which number we refer to as the "exchange ratio") (or, at the election of the holder thereof, a number of AstraZeneca ordinary shares equal to the number of underlying ordinary shares represented by 2.1243 AstraZeneca ADSs) (which we refer to as the "share consideration") and (2) $60 in cash, without interest (which we refer to as the "cash consideration" and, collectively with the share consideration, as the "merger consideration"). Each Alexion stockholder will receive cash (without interest and less any applicable withholding taxes) in lieu of any fractional AstraZeneca ADSs that such stockholder would otherwise receive in the transaction. Any cash amounts to be received by an Alexion stockholder in lieu of any fractional AstraZeneca ADSs will be rounded down to the nearest cent.

The exchange ratio is fixed and will not be adjusted to reflect changes in the price of Alexion common stock or AstraZeneca ordinary shares prior to the completion of the transaction. The AstraZeneca ADSs issued in connection with the transaction will be listed on the NASDAQ

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Global Select Market (which we refer to as the "Nasdaq"). Based on the number of shares of Alexion common stock and AstraZeneca ordinary shares outstanding on April 7, 2021, upon completion of the transaction, we expect that former Alexion stockholders would own approximately 15.2% of the outstanding ordinary shares of AstraZeneca, and AstraZeneca shareholders immediately prior to the transaction would own approximately 84.8% of the outstanding ordinary shares of AstraZeneca. AstraZeneca ADSs are traded on the Nasdaq under the symbol "AZN," and AstraZeneca ordinary shares are traded on the London Stock Exchange plc (which we refer to as "LSE") under the symbol "AZN." Alexion common stock is traded on the Nasdaq under the symbol "ALXN." We encourage you to obtain current quotes for the AstraZeneca ADSs and the common stock of Alexion.

Because the exchange ratio is fixed, the market value of the merger consideration to Alexion stockholders will fluctuate with the market price of the AstraZeneca ADSs and will not be known at the time that Alexion stockholders vote on the transaction. Based on the reference average price of AstraZeneca ADSs of $54.14 on the Nasdaq on December 11, 2020, the last full trading day before the public announcement of the merger agreement, the implied value of the merger consideration to Alexion stockholders was approximately $175.00 per share of Alexion common stock. On April 7, 2021, the latest practicable trading day before the date of this proxy statement/prospectus, the closing price of AstraZeneca ADSs on the Nasdaq was $48.42 per share, resulting in an implied value of the merger consideration to Alexion stockholders of $162.86 per share of Alexion common stock.

Because AstraZeneca will issue a fixed number of AstraZeneca ADSs in exchange for each share of Alexion common stock, the value of the merger consideration that Alexion stockholders will receive in the transaction will depend on the market price of AstraZeneca ADSs at the time the transaction is completed. The market price of AstraZeneca ADSs that Alexion stockholders receive at the time the transaction is completed could be greater than, less than or the same as the market price of AstraZeneca ADSs on the date of this proxy statement/prospectus or at the time of the Alexion special meeting. Accordingly, you should obtain current market quotations for AstraZeneca ADSs and Alexion common stock before deciding how to vote with respect to the merger proposal. AstraZeneca ADSs and Alexion common stock are traded on Nasdaq, under the symbols "AZN" and "ALXN," respectively. For more information regarding the merger consideration to be received by Alexion stockholders if the transaction is completed, see the section entitled "The Merger Agreement—Merger Consideration" beginning on page 110.

Q:
How does the Alexion board of directors recommend that I vote at the Alexion special meeting?

A:
The Alexion board of directors unanimously recommends that you vote "FOR" the merger proposal, "FOR" the compensation proposal and "FOR" the adjournment proposal.

In considering the recommendations of the Alexion board of directors, Alexion stockholders should be aware that Alexion directors and executive officers have interests in the transaction that are different from, or in addition to, their interests as Alexion stockholders. These interests may include, among others, the treatment of outstanding Alexion equity awards pursuant to the merger agreement, the payment of severance benefits and acceleration of outstanding Alexion equity awards upon certain terminations of employment, and the combined company's agreement to indemnify Alexion directors and executive officers against certain claims and liabilities. For a more complete description of these interests, see the information provided in the section entitled "Interests of Alexion's Directors and Executive Officers in the Transaction" beginning on page 79.

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Q:
If my Alexion common stock is represented by physical stock certificates, should I send my stock certificates now?

A:
No. After the transaction is completed, you will receive a transmittal form with instructions for the surrender of your Alexion common stock certificates. Please do not send your stock certificates with your proxy card.

Q:
Who is entitled to vote at the Alexion special meeting?

A:
All holders of record of shares of Alexion common stock who held shares at the close of business on March 30, 2021, the record date, are entitled to receive notice of, and to vote at, the Alexion special meeting. Each such holder of Alexion common stock is entitled to cast one vote on each matter properly brought before the Alexion special meeting for each share of Alexion common stock that such holder owned of record as of the record date. Attendance at the Alexion special meeting is not required to vote. See below and the section entitled "The Alexion Special Meeting—Methods of Voting" beginning on page 46 for instructions on how to vote your shares without attending the Alexion special meeting.

Q:
What is a proxy?

A:
A proxy is a stockholder's legal designation of another person to vote shares owned by such stockholder on their behalf. The document used to designate a proxy to vote your shares of Alexion common stock is referred to as a "proxy card."

Q:
How many votes do I have for the Alexion special meeting?

A:
Each Alexion stockholder is entitled to one vote for each share of Alexion common stock held of record as of the close of business on the record date. As of the close of business on the record date, there were 220,912,612 outstanding shares of Alexion common stock.

Q:
What constitutes a quorum for the Alexion special meeting?

A:
A quorum is the minimum number of shares required to be represented, either by the appearance of the stockholder in person (including virtually) or through representation by proxy, to hold a valid meeting.

A majority of the shares entitled to vote must be present via the special meeting website or by proxy at the Alexion special meeting in order to constitute a quorum.

Q:
Where will the AstraZeneca ADSs that I receive in the transaction be publicly traded?

A:
The AstraZeneca ADSs to be issued to Alexion stockholders in the transaction will be listed for trading on the Nasdaq under the symbol "AZN."

Q:
What happens if the transaction is not completed?

A:
If the merger proposal is not approved by Alexion stockholders, or if the transaction is not completed for any other reason, Alexion stockholders will not receive the merger consideration or any other consideration in connection with the transaction, and their shares of Alexion common stock will remain outstanding.

If the transaction is not completed, Alexion will remain an independent public company and the Alexion common stock will continue to be listed and traded on the Nasdaq under the symbol "ALXN."

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If the merger agreement is terminated under specified circumstances, Alexion may be required to pay AstraZeneca a termination payment of $1,180 million. If the merger agreement is terminated under other specified circumstances, AstraZeneca may be required to pay Alexion a termination payment of $1,415 million. See the section entitled "The Merger Agreement—Termination of the Merger Agreement" beginning on page 133 for a more detailed discussion of the termination payments.

Q:
What is a "broker non-vote"?

A:
Under the New York Stock Exchange ("NYSE") and Nasdaq rules, banks, brokers and other nominees may use their discretion to vote "uninstructed" shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. All of the proposals currently expected to be brought before the Alexion special meeting are "non-routine" matters under NYSE and Nasdaq rules.

A "broker non-vote" occurs on an item when (1) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (2) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because all of the proposals currently expected to be voted on at the Alexion special meeting are non-routine matters under NYSE and Nasdaq rules for which brokers do not have discretionary authority to vote, Alexion does not expect there to be any broker non-votes at the Alexion special meeting.

Q:
What stockholder vote is required for the approval of each proposal at the Alexion special meeting? What will happen if I fail to vote or abstain from voting on each proposal at the Alexion special meeting?

A:
Proposal 1: Merger Proposal.    Assuming a quorum is present at the Alexion special meeting, approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Alexion common stock. Accordingly, an Alexion stockholder's abstention from voting or the failure of any Alexion stockholder to vote (including the failure of an Alexion stockholder who holds their shares in "street name" through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the merger proposal), will have the same effect as a vote "AGAINST" the merger proposal.

Proposal 2: Compensation Proposal.    Assuming a quorum is present at the Alexion special meeting, approval of the compensation proposal requires the affirmative vote of at least a majority of the votes cast on the proposal. Accordingly, an Alexion stockholder's abstention from voting, a broker non-vote or an Alexion stockholder's other failure to vote (including the failure of an Alexion stockholder who holds shares in "street name" through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the outcome of the compensation proposal, assuming a quorum is present.

Proposal 3: Adjournment Proposal.    Approval of the adjournment proposal requires the affirmative vote of at least a majority of the votes cast on the proposal (whether or not a quorum is present). Accordingly, an Alexion stockholder's abstention from voting, a broker non-vote or an Alexion stockholder's other failure to vote (including the failure of an Alexion stockholder who holds shares in "street name" through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the outcome of the adjournment proposal.

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Q:
Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, the merger-related compensation for Alexion's named executive officers (i.e., the compensation proposal)?

A:
Under SEC rules, Alexion is required to seek a non-binding, advisory vote of its stockholders with respect to the compensation that may be paid or become payable to Alexion's named executive officers that is based on or otherwise relates to the transaction.

Q:
What happens if Alexion stockholders do not approve, by non-binding, advisory vote, the merger-related compensation for Alexion's named executive officers (i.e., the compensation proposal)?

A:
Because the vote to approve the compensation proposal is advisory in nature, the outcome of the vote will not be binding upon Alexion or the combined company and the completion of the transaction is not conditioned or dependent upon the approval of the compensation proposal. Accordingly, the merger-related compensation, which is described in the section entitled "Interests of Alexion's Directors and Executive Officers in the Transaction" beginning on page 79 of this proxy statement/prospectus, may be paid to Alexion's named executive officers even if Alexion's stockholders do not approve the compensation proposal.

Q:
How can I vote my shares at the Alexion special meeting?

A:
Shares held directly in your name as the stockholder of record of Alexion may be voted during the Alexion special meeting via the special meeting website. If you choose to vote your shares during the virtual meeting, you will need the 16-digit control number included on your proxy card in order to access the special meeting website and to vote as described in the section entitled "The Alexion Special Meeting—Attending the Alexion Special Meeting" beginning on page 48.

Shares held in "street name" may be voted via the special meeting website only if you obtain a specific control number and follow the instructions provided by your bank, broker or other nominee. See the section entitled "The Alexion Special Meeting—Attending the Alexion Special Meeting" beginning on page 48.

Even if you plan to attend the Alexion special meeting, Alexion recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Alexion special meeting.

Additional information on attending the Alexion special meeting can be found under the section entitled "The Alexion Special Meeting" on page 43.

Q:
How can I vote my shares without attending the Alexion special meeting?

A:
Whether you hold your shares directly as the stockholder of record of Alexion or beneficially in "street name," you may direct your vote by proxy without attending the Alexion special meeting via the special meeting website. If you are a stockholder of record, you can vote by proxy over the Internet, or by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold shares beneficially in "street name," you should follow the voting instructions provided by your bank, broker or other nominee.

Additional information on voting procedures can be found under the section entitled "The Alexion Special Meeting" on page 43.

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Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in "street name?"

A:
If your shares of common stock in Alexion are registered directly in your name with Computershare Trust Company N.A., the transfer agent for Alexion, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote your shares directly at the Alexion special meeting. You may also grant a proxy for your vote directly to Alexion or to a third party to vote your shares at the Alexion special meeting.

If your shares of common stock in Alexion are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in "street name." Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares and you must instruct the bank, broker or other nominee on how to vote them by following the instructions that the bank, broker or other nominee provides to you with these proxy materials. Most banks, brokers and other nominees offer the ability for stockholders to submit voting instructions by mail by completing a voting instruction card, by telephone, and by the Internet.

Q:
If my shares of Alexion common stock are held in "street name" by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?

A:
No. Your bank, broker or other nominee will only be permitted to vote your shares of Alexion common stock if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Under NYSE and Nasdaq rules, banks, brokers and other nominees who hold shares of Alexion common stock in "street name" for their customers have authority to vote on "routine" proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which include all the proposals currently scheduled to be considered and voted on at the Alexion special meeting. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.

Since there are no items on the agenda that your broker has discretionary authority to vote upon, broker non-votes will not be counted as present at the Alexion special meeting for the purposes of determining a quorum if you fail to instruct your broker on how to vote on the proposals. Therefore, a broker non-vote will have the same effect as a vote "AGAINST" the merger proposal. If you fail to submit any instruction to your bank, broker or other nominee, it will have no effect on the compensation proposal, assuming that a quorum is otherwise present, and it will have no effect on the adjournment proposal.

Q:
What should I do if I receive more than one set of voting materials for the Alexion special meeting?

A:
If you hold shares of Alexion common stock in "street name" and also directly in your name as a stockholder of record or otherwise, or if you hold shares of Alexion common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the Alexion special meeting.

Record Holders.    For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or via the Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Alexion common stock are voted.

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Shares in "street name." For shares held in "street name" through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to make sure that you vote all of your shares.

Q:
If a stockholder gives a proxy, how are the shares of Alexion common stock voted?

A:
Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Alexion common stock in the way that you indicate. For each item before the Alexion special meeting, you may specify whether your shares of Alexion common stock should be voted for or against, or abstain from voting.

Q:
How will my shares of Alexion common stock be voted if I return a blank proxy?

A:
If you sign, date and return your proxy and do not indicate how you want your shares of Alexion common stock to be voted, then your shares of Alexion common stock will be voted in accordance with the recommendation of the Alexion board of directors: "FOR" the merger proposal, "FOR" the compensation proposal and "FOR" the adjournment proposal.

Q:
Can I change my vote after I have submitted my proxy?

A:
Any Alexion stockholder giving a proxy has the right to revoke the proxy and change their vote before the proxy is voted at the Alexion special meeting by doing any of the following:

subsequently submitting a new proxy (including by submitting a proxy via the Internet or telephone) for the Alexion special meeting that is received by the deadline specified on the accompanying proxy card;

giving written notice of your revocation to Alexion's Corporate Secretary; or

revoking your proxy and voting at the Alexion special meeting.

Execution or revocation of a proxy will not in any way affect your right to attend the Alexion special meeting and vote thereat. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Alexion Pharmaceuticals, Inc.
121 Seaport Boulevard
Boston, Massachusetts 02210
(475) 230-2596
Attn: Corporate Secretary

For more information, see the section entitled "The Alexion Special Meeting—Revocability of Proxies" beginning on page 47.

Q:
If I hold my shares in "street name," can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?

A:
If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

Q:
Where can I find the voting results of the Alexion special meeting?

A:
The preliminary voting results for the Alexion special meeting are expected to be announced at the Alexion special meeting. In addition, within four business days following certification of the final

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voting results Alexion will file the final voting results of the Alexion special meeting (or, if the final voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.

Q:
Do Alexion stockholders have dissenters' or appraisal rights?

A:
Yes. If an Alexion stockholder wants to exercise appraisal rights and receive the fair value of shares of Alexion common stock in cash instead of the merger consideration, then you must file a written objection with Alexion prior to the Alexion special meeting stating, among other things, that you will exercise your right to dissent if the transaction is completed. Also, you may not vote in favor of the merger proposal and must follow other procedures, both before and after the Alexion special meeting, as described in Annex C to this proxy statement/prospectus. Note that if you return a signed proxy card without voting instructions or with instructions to vote "FOR" the merger proposal, then your shares will automatically be voted in favor of the merger proposal and you will lose all appraisal rights available under Delaware law. A summary of these provisions can be found under "The Merger Agreement—Shares Subject to Properly Exercised Appraisal Rights" beginning on page 111. Due to the complexity of the procedures for exercising the right to seek appraisal, Alexion stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with the applicable Delaware law provisions will result in the loss of the right of appraisal.

Q:
Are there any risks that I should consider in deciding whether to vote for the approval of the merger proposal?

A:
Yes. You should read and carefully consider the risk factors set forth in the section entitled "Risk Factors" beginning on page 29. You also should read and carefully consider the risk factors with respect to Alexion that are contained in the documents that are incorporated by reference into this proxy statement/prospectus.

Q:
What happens if I sell my shares of Alexion common stock after the record date but before the Alexion special meeting?

A:
The record date is earlier than the date of the Alexion special meeting. If you sell or otherwise transfer your shares of Alexion common stock after the record date but before the Alexion special meeting, you will, unless special arrangements are made, retain your right to vote at the Alexion special meeting.

Q:
Who will solicit and pay the cost of soliciting proxies?

A:
Alexion has engaged Innisfree M&A Incorporated (which we refer to as "Innisfree") to assist in the solicitation of proxies for the Alexion special meeting. Alexion estimates that it will pay Innisfree a fee of approximately $40,000, plus reimbursement for certain out-of-pocket fees and expenses. Alexion has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Alexion also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Alexion common stock. Alexion's directors, officers and employees and AstraZeneca's directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

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Q:
When is the transaction expected to be completed?

A:
Subject to the satisfaction or waiver of the closing conditions described under the section entitled "The Merger Agreement—Conditions to the Completion of the Transaction" beginning on page 113, including approval of the merger proposal by Alexion stockholders, the transaction is expected to be completed in the third quarter of 2021. However, neither Alexion nor AstraZeneca can predict the actual date on which the transaction will be completed, or if the transaction will be completed at all, because completion of the transaction is subject to conditions and factors outside the control of both companies, including the receipt of certain required regulatory approvals. Alexion and AstraZeneca hope to complete the transaction as soon as reasonably practicable. The merger agreement contains an end date of December 12, 2021, for the completion of the transaction, which may be extended by a period of 90 days by either Alexion or AstraZeneca in certain circumstances, which we refer to as the "end date." See also the section entitled "The Merger Proposal—Regulatory Approvals Required for the Transaction" beginning on page 87.

Q:
What equity stake will Alexion stockholders hold in AstraZeneca immediately following the transaction?

A:
Based on the number of AstraZeneca ordinary shares and shares of Alexion common stock outstanding on April 7, 2021, upon completion of the transaction, former Alexion stockholders are expected to own approximately 15.2% of the outstanding AstraZeneca ordinary shares, and AstraZeneca shareholders immediately prior to the transaction are expected to own approximately 84.8% of the outstanding AstraZeneca ordinary shares. The relative ownership interests of AstraZeneca shareholders and former Alexion stockholders in AstraZeneca immediately following the transaction will depend on the number of AstraZeneca ordinary shares and shares of Alexion common stock issued and outstanding immediately prior to the transaction.

Q:
If I am an Alexion stockholder, how will I receive the merger consideration to which I am entitled?

A:
If you hold your shares of Alexion common stock in book-entry form, whether through The Depository Trust Company or otherwise, you will not be required to take any specific actions to exchange your shares for shares of AstraZeneca ADSs and the cash consideration. Your Alexion shares will, following the effective time of the first merger, be automatically exchanged for the AstraZeneca ADSs (in book-entry form) and cash (including any cash in lieu of any fractional AstraZeneca ADSs) to which you are entitled. If you instead hold your shares of Alexion common stock in certificated form, then, after receiving the proper and completed documentation from you following the effective time of the first merger, the exchange agent will deliver to you the AstraZeneca ADSs (in book-entry form) and cash (including any cash in lieu of any fractional AstraZeneca ADSs) to which you are entitled. More information may be found in the sections entitled "The Merger Agreement—Merger Consideration" and "The Merger Agreement—No Fractional ADSs" beginning on pages 110 and 110, respectively.

Q:
Will the AstraZeneca ADSs to be issued to me at the completion of the transaction be traded on an exchange?

A:
Yes. It is a condition to the completion of the transaction that the AstraZeneca ADSs (and the AstraZeneca ordinary shares represented thereby) to be issued in connection with the transaction be approved for listing on the Nasdaq, subject to official notice of issuance. In addition, it is a condition that AstraZeneca receive acknowledgement by the FCA of the approval of the application for the admission of AstraZeneca ordinary shares represented by the AstraZeneca ADSs to the premium segment of the FCA's official list, and acknowledgement by the LSE of the admission to trading of the AstraZeneca ordinary shares represented by the AstraZeneca ADSs on

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the LSE's main market for listed securities. Therefore, at the first effective time, all AstraZeneca ADSs received by Alexion stockholders in connection with the transaction will be listed on the Nasdaq under the ticker symbol "AZN" and may be traded on the exchange by stockholders.

AstraZeneca ADSs received by Alexion stockholders in connection with the transaction will be freely transferable, except for AstraZeneca ADSs and ordinary shares issued to any stockholder deemed to be an "affiliate" of AstraZeneca for purposes of U.S. federal securities law. For more information, see the section entitled "The Merger Proposal—Restrictions on Resales of AstraZeneca ADSs Received in the Transaction."

Q:
What are the material U.S. federal income tax consequences of the transaction?

A:
AstraZeneca and Alexion intend that the steps involved in the transaction, taken together as an integrated transaction, will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code") and that Section 367(a)(1) of the Code will not apply to cause the transaction to result in gain recognition by Alexion stockholders that exchange their shares of Alexion common stock for the merger consideration (other than any such Alexion stockholder who would be treated as a "five-percent transferee shareholder" (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of AstraZeneca following the transaction who does not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8). The obligation of Alexion to complete the transaction is conditioned upon the receipt of an opinion from Wachtell, Lipton, Rosen & Katz, special counsel to Alexion, or Freshfields Bruckhaus Deringer US LLP, counsel to AstraZeneca, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the transaction will qualify as a "reorganization" within the meaning of Section 368(a) of the Code and that Section 367(a)(1) of the Code will not apply to cause the transaction to result in gain recognition by Alexion stockholders (other than any such Alexion stockholder who would be treated as a "five-percent transferee shareholder" (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of AstraZeneca following the transaction who does not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8).

Accordingly, on the basis of such opinion that the transaction qualifies as a reorganization and that Section 367(a) does not apply to require gain recognition, and assuming that, in the case of any holder who would be treated as a "five-percent transferee shareholder" (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of AstraZeneca following the transaction, such holder enters into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8, a U.S. Holder that exchanges shares of Alexion common stock for the merger consideration in the transaction will generally recognize gain (but not loss) in an amount equal to the lesser of: (i) the cash consideration (excluding cash received in lieu of fractional AstraZeneca ADSs or AstraZeneca ordinary shares, if any) received by such U.S. Holder in the transaction; and (ii) the excess, if any, of (a) the sum of the cash consideration (excluding cash received in lieu of fractional AstraZeneca ADSs or AstraZeneca ordinary shares, if any) plus the fair market value of the share consideration (including any fractional AstraZeneca ADSs or AstraZeneca ordinary shares deemed received) received by such U.S. Holder in exchange for its shares of Alexion common stock in the transaction, over (b) such U.S. Holder's tax basis in its shares of Alexion common stock exchanged. In addition, a U.S. Holder generally will recognize gain or loss with respect to any cash received in lieu of fractional AstraZeneca ADSs or AstraZeneca ordinary shares.

A Non-U.S. Holder exchanging its shares of Alexion common stock for the merger consideration generally will not be subject to U.S. federal income tax in respect of the transaction.

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For definitions of "U.S. Holder" and "Non-U.S. Holder" and a more detailed discussion of the material U.S. federal income tax consequences of the transaction to U.S. Holders and Non-U.S. Holders, see the section entitled "Material U.S. Federal Income Tax Consequences" below.

The U.S. federal income tax consequences described above may not apply to all holders of Alexion common stock. An Alexion stockholder's tax consequences will depend on his, her or its individual situation. Accordingly, each Alexion stockholder is urged to consult his, her or its tax advisors for a full understanding of the particular tax consequences of the transaction to such stockholder.

Q:
Is the exchange ratio subject to adjustment based on changes in the prices of Alexion common stock or AstraZeneca ADSs? Can it be adjusted for any other reason?

A:
For the share consideration portion of the merger consideration, you will receive a fixed number of AstraZeneca ADSs (or AstraZeneca ordinary shares if you elect to receive AstraZeneca ordinary shares), not a number of shares that will be determined based on a fixed market value. The market value of AstraZeneca ADSs and the market value of Alexion common stock at the effective time may vary significantly from their respective values on the date that the merger agreement was executed or at other dates, such as the date of this proxy statement/prospectus or the date of the Alexion special meeting. Stock price changes may result from a variety of factors, including changes in AstraZeneca's or Alexion's respective businesses, operations or prospects, regulatory considerations, and general business, market, industry or economic conditions. The exchange ratio will not be adjusted to reflect any changes in the market value of AstraZeneca ADSs or market value of Alexion common stock. Therefore, the aggregate market value of the AstraZeneca ADSs that you are entitled to receive at the time that the transaction is completed could vary significantly from the value of such shares on the date of this proxy statement/prospectus or the date of the Alexion special meeting.

However, the merger consideration will be equitably adjusted to provide you and AstraZeneca with the same economic effect as contemplated by the merger agreement in the event of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger or other similar transaction involving Alexion common stock or AstraZeneca ADSs prior to the completion of the transaction.

Q:
Can I elect to receive AstraZeneca ordinary shares rather than AstraZeneca ADSs?

A:
Yes. Each Alexion stockholder of record as of the record date will be mailed an election form that will allow such Alexion stockholder to make an ordinary share election to receive AstraZeneca ordinary shares instead of AstraZeneca ADSs for all (but not less than all) of their shares of Alexion common stock, which shares will serve as the share consideration portion of the merger consideration. Any Alexion stockholder who votes against the merger proposal is still entitled to make an ordinary share election with respect to such stockholder's shares of Alexion common stock.

In order to elect to receive AstraZeneca ordinary shares, you must return your properly completed and signed election form to the exchange agent for the transaction prior to the election deadline. AstraZeneca and Alexion will communicate to Alexion stockholders prior to closing of the transaction the applicable deadline for making an ordinary share election. If the election deadline is delayed, AstraZeneca and Alexion will promptly announce any such delay and, when determined, the rescheduled election deadline.

Neither AstraZeneca nor Alexion is making any recommendation as to whether Alexion stockholders should make an ordinary share election. You must make your own decision with respect to such ordinary share election.

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If an Alexion stockholder does not return a properly completed and timely election form, such Alexion stockholder will be deemed not to have made an ordinary share election. Alexion stockholders who do not make an ordinary share election will receive AstraZeneca ADSs for their shares of Alexion common stock.

For more information, please see the section titled "The Merger Proposal—Merger Consideration—Ordinary Share Election of Share Consideration" beginning on page 52.

Q:
What are the important differences between an AstraZeneca ordinary share and an AstraZeneca ADS?

A:
Each AstraZeneca ADS represents a beneficial interest in 0.5 AstraZeneca ordinary shares. Other key differences include:

AstraZeneca ADSs trade in U.S. dollars, while AstraZeneca ordinary shares trade in the pound sterling on the London Stock Exchange plc (referred to herein as the "LSE") (AstraZeneca ordinary shares also trade in Swedish krona on the Nasdaq Stockholm);

cash dividends paid in respect of AstraZeneca ADSs will be subject to any applicable fees, charges and expenses incurred by the depositary bank in connection with the distribution thereof without the consent of AstraZeneca, while no such fee is payable by holders of AstraZeneca ordinary shares;

prior to or at completion of the transaction, all AstraZeneca ADSs will be listed on Nasdaq, while AstraZeneca ordinary shares are listed on the LSE (with a secondary listing on the Nasdaq Stockholm); and

holders of AstraZeneca ADSs vote the underlying AstraZeneca ordinary shares by instructing the depositary bank how to vote the corresponding AstraZeneca ordinary shares, while holders of AstraZeneca ordinary shares vote directly at any general meetings.

A holder of an AstraZeneca ADS may at any time exchange such holder's AstraZeneca ADSs for AstraZeneca ordinary shares, subject to certain limitations. See "—Can I elect to receive AstraZeneca ordinary shares rather than AstraZeneca ADSs?" beginning on page xv.

For a more detailed discussion about AstraZeneca ordinary shares and AstraZeneca ADSs, see the description of AstraZeneca's ordinary shares and AstraZeneca ADSs contained in Exhibit 2.1 to its Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed on February 16, 2021, which is incorporated by reference into this proxy statement/prospectus.

Q:
Can Alexion stockholders revoke their ordinary share election after submitting an initial ordinary share election?

A:
Yes. Any record holder of Alexion common stock who has delivered a duly completed election form to the exchange agent, may, at any time prior to the election deadline, revoke such holder's ordinary share election only by written notice received by the exchange agent prior to the election deadline.

Q:
Can Alexion stockholders sell their shares after submitting an initial ordinary share election?

A:
Yes. Alexion stockholders who have made an ordinary share election will be able to sell or transfer their shares after making an ordinary share election, as long as the ordinary share election is properly revoked before the election deadline or if the merger agreement is terminated.

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Q:
What should I do now?

A:
You should read this proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or over the Internet as soon as possible so that your shares will be voted in accordance with your instructions.

Q:
How can I find more information about Alexion or AstraZeneca?

A:
You can find more information about Alexion or AstraZeneca from various sources described in the section entitled "Where You Can Find Additional Information" beginning on page 185 of the accompanying proxy statement/prospectus.

Q:
Whom do I call if I have questions about the Alexion special meeting or the transaction?

A:
If you have questions about the Alexion special meeting or the transaction, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:

INNISFREE M&A INCORPORATED
Shareholders call toll-free from the U.S. and Canada
at (877) 717-3904
or direct at +1 (412) 232-3651 from other locations
Banks and brokers may call collect at (212) 750-5833.

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SUMMARY

        This summary highlights information contained elsewhere in this proxy statement/prospectus and may not contain all of the information that might be important to you. Alexion and AstraZeneca urge you to read carefully the remainder of this proxy statement/prospectus, including the attached annexes, the documents incorporated by reference into this proxy statement/prospectus and the other documents to which Alexion and AstraZeneca have referred you. You may obtain the information incorporated by reference in this proxy statement/prospectus without charge by following the instructions in the section entitled "Where You Can Find Additional Information." Each item in this summary includes a page reference to direct you to a more complete description of the topics presented in this summary.

Information about the Companies (page 107)

AstraZeneca PLC

1 Francis Crick Avenue
Cambridge Biomedical Campus
Cambridge CB2 0AA
England
Tel: +44-20-3749-5000

        AstraZeneca was incorporated in England and Wales on June 17, 1992, under the Companies Act 1985. It is a public limited company domiciled in the UK. AstraZeneca is a global, science-led biopharmaceutical company that focuses on the discovery, development and commercialization of prescription medicines, primarily for the treatment of diseases in three therapy areas—Oncology, Cardiovascular, Renal & Metabolism, and Respiratory & Immunology. Based in Cambridge, UK, AstraZeneca operates in over 100 countries and its innovative medicines are used by millions of patients worldwide. AstraZeneca holds all of the common stock of Bidco, a direct wholly owned subsidiary formed in the State of Delaware for the sole purpose of completing the transaction.

        AstraZeneca is a public company trading on LSE, the Nasdaq Stockholm and Nasdaq under the ticker symbol "AZN." AstraZeneca's principal executive offices are located at 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge CB2 0AA, England, and its telephone number is +44-20-3749-5000.

        Additional information about AstraZeneca can be found on its website at http://www.AstraZeneca.com. The information contained in, or that can be accessed through, AstraZeneca's website is not intended to be incorporated into this proxy statement/prospectus. For additional information about AstraZeneca, see the section entitled "Where You Can Find Additional Information."

Delta Omega Sub Holdings Inc.
Delta Omega Sub Holdings Inc. 1
Delta Omega Sub Holdings LLC 1

Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
1-800-677-3394

        Each of Bidco, a Delaware corporation and a direct wholly owned subsidiary of AstraZeneca, Merger Sub I, a Delaware corporation and a direct wholly owned subsidiary of Bidco, and Merger Sub II, a Delaware limited liability company and a direct wholly owned subsidiary of Bidco, were formed solely for the purpose of facilitating the transaction. Neither Bidco nor either Merger Sub has

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carried on any activities or operations to date, except for those activities incidental to such entity's formation and undertaken in connection with the transactions contemplated by the merger agreement.

        By operation of the transaction, Merger Sub I will be merged with and into Alexion. As a result, Alexion will survive the first merger as a direct wholly owned subsidiary of Bidco. Upon completion of the first merger, (1) Merger Sub I will cease to exist as a separate entity, and (2) Alexion will thereafter be merged with and into Merger Sub II. As a result, Merger Sub II will survive the second merger as a direct wholly owned subsidiary of Bidco and therefore an indirect wholly owned subsidiary of AstraZeneca. Upon completion of the second merger, Alexion will cease to exist as a separate entity.

        Bidco, Merger Sub I and Merger Sub II's principal executive offices, respectively, are located at Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, and the telephone number for Bidco and both Merger Subs is 1-800-677-3394.

Alexion Pharmaceuticals, Inc.

121 Seaport Boulevard
Boston, Massachusetts 02210
(475) 230-2596

        Alexion is a Delaware corporation. Alexion is a global biopharmaceutical company focused on serving patients and families affected by rare diseases and devastating conditions through the discovery, development and commercialization of life-changing medicines. As a leader in rare diseases for more than 25 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) in patients who are anti-aquaporin-4 (AQP4) antibody positive. Alexion also has two enzyme replacement therapies and the first and only approved therapies for patients with life-threatening and ultra-rare metabolic disorders, hypophosphatasia (HPP) and lysosomal acid lipase deficiency (LAL-D) as well as the first and only approved Factor Xa inhibitor reversal agent.

        In addition to Alexion's marketed therapies, the company has a diverse pipeline resulting from internal innovation and business development. The company is developing several mid-to-late-stage therapies, including a copper-binding agent for Wilson disease, an anti-neonatal Fc receptor (FcRn) antibody for rare Immunoglobulin G (IgG)-mediated diseases and an oral Factor D inhibitor as well as several early-stage therapies, including one for light chain (AL) amyloidosis, a second oral Factor D inhibitor and a third complement inhibitor. Alexion focuses its research efforts on novel molecules and targets in the complement cascade and its development efforts on hematology, nephrology, neurology, metabolic disorders, cardiology, ophthalmology and acute care.

        Alexion is a public company trading on the Nasdaq under the ticker symbol "ALXN." Alexion's principal executive offices are located at 121 Seaport Boulevard, Boston, Massachusetts 02210 and its telephone number is (475) 230-2596.

        Additional information about Alexion can be found on its website at www.alexion.com. The information contained in, or that can be accessed through, Alexion's website is not intended to be incorporated into this proxy statement/prospectus. For additional information about Alexion, see the section entitled "Where You Can Find Additional Information."

Risk Factors (page 29)

        The transaction and an investment in AstraZeneca ADSs or AstraZeneca ordinary shares involve risks, some of which are related to the transaction. In considering the transaction, you should carefully

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consider the information about these risks set forth under the section entitled "Risk Factors," together with the other information included or incorporated by reference in this proxy statement/prospectus.

The Transaction and the Merger Agreement (page 109)

        The merger agreement provides that, upon the terms and subject to the conditions set forth in the merger agreement, at the first effective time, (1) Merger Sub I, a direct wholly owned subsidiary of Bidco, will merge with and into Alexion with Alexion surviving as a wholly owned subsidiary of Bidco, and (2) immediately thereafter Alexion will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving company as a direct wholly owned subsidiary of Bidco and therefore an indirect wholly owned subsidiary of AstraZeneca. As a result, Alexion will cease to be a publicly traded company. The terms and conditions of the transaction are contained in the merger agreement, which is described in this proxy statement/prospectus and attached to this proxy statement/prospectus as Annex A. You are encouraged to read the merger agreement carefully, as it is the legal document that governs the transaction. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the transaction are qualified by reference to the merger agreement.

Merger Consideration (page 110)

        Upon the terms and subject to the conditions set forth in the merger agreement, each eligible share of Alexion common stock will be converted into the right to receive (1) 2.1243 AstraZeneca ADSs (or, at the election of the holder thereof, a number of ordinary shares of AstraZeneca equal to the number of underlying ordinary shares represented by such AstraZeneca ADSs) and (2) $60.00 in cash. For a full description of the treatment of Alexion Stock Options, Alexion RSU Awards and Alexion PSU Awards, see the sections entitled "The Merger Agreement—Treatment of Alexion Equity Awards" and "The Merger Agreement—Merger Consideration" beginning on pages 111 and 110, respectively.

Ordinary Share Election of the Share Consideration

        The merger consideration includes the share consideration and the cash consideration. With regard to the share consideration, each outstanding eligible share will be converted into the right to receive (a) 2.1243 AstraZeneca ADSs, each of which represents 0.5 AstraZeneca ordinary shares, or (b) if an Alexion stockholder timely elects, 1.06215 AstraZeneca ordinary shares in lieu of such AstraZeneca ADSs described in clause (a). If an Alexion stockholder does not make an ordinary share election, the Alexion stockholder will receive 2.1243 AstraZeneca ADSs for each issued and outstanding share of Alexion common stock.

        For example, if a stockholder owns 100 shares of Alexion common stock, the shareholder will receive, in each case without interest and subject to any applicable withholding taxes, (i) $6,000.00 in cash and (ii) either 212 AstraZeneca ADSs plus cash in lieu of the fractional 0.43 AstraZeneca ADSs otherwise payable or, if the Alexion stockholder makes the ordinary share election, 106 AstraZeneca ordinary shares plus cash in lieu of the fractional 0.215 AstraZeneca ordinary share otherwise payable.

        Each Alexion stockholder of record will be mailed an election form that will allow such Alexion stockholder to make an ordinary share election for all (but not less than all) of their shares of Alexion common stock. If an Alexion stockholder makes the ordinary share election, the AstraZeneca ordinary shares received by such Alexion stockholder will serve as the share consideration.

        To make the ordinary share election, an Alexion stockholder must return a properly completed and signed election form to the exchange agent prior to the election deadline. AstraZeneca and Alexion will communicate to Alexion stockholders prior to closing of the transaction the applicable deadline for making an ordinary share election.

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        If the election deadline is delayed, AstraZeneca and Alexion will promptly announce any such delay and, when determined, the rescheduled election deadline.

        Neither AstraZeneca nor Alexion is making any recommendation as to whether Alexion stockholders should make an ordinary share election. You must make your own decision with respect to such ordinary share election.

        For more information, please see the section titled "The Merger Proposal—Merger Consideration—Ordinary Share Election of Share Consideration."

Alexion Board of Directors' Recommendation (page 59)

        The Alexion board of directors unanimously recommends that you vote "FOR" the merger proposal, "FOR" the compensation proposal and "FOR" the adjournment proposal. For a description of some of the factors considered by the Alexion board of directors in reaching its decision to approve the merger agreement and additional information on the recommendation of the Alexion board of directors that Alexion stockholders vote to adopt the merger agreement, see the section entitled "The Merger Proposal—Recommendation of the Alexion Board of Directors; Alexion's Reasons for the Transaction" beginning on page 59.

Comparative Per Share Market Price Information (page 25)

        The following table presents the closing price per AstraZeneca ADS on Nasdaq and the closing price per share of Alexion common stock on Nasdaq on (i) December 11, 2020, the last full trading day prior to the public announcement of the merger agreement, and (ii) April 7, 2021, the last practicable trading day prior to the mailing of this proxy statement/prospectus. This table also shows the implied value of the merger consideration payable for each share of Alexion common stock, which was calculated by multiplying the closing price of AstraZeneca ADSs on Nasdaq on those dates by the exchange ratio and adding the cash consideration.

Date
  AstraZeneca
ADSs
Nasdaq
  Alexion
common
stock
Nasdaq
  Equivalent value of
merger
consideration per
share of Alexion
common stock
based on price of
AstraZeneca ADSs
on Nasdaq
 
 
  (US$)
  (US$)
  (US$)
 

December 11, 2020

    54.27     120.98     175.29  

April 7, 2021

    48.42     152.35     162.86  

Opinion of Alexion's Financial Advisor (page 63)

        On December 11, 2020, at a meeting of the Alexion board of directors held to evaluate the transaction, BofA Securities, Inc. ("BofA Securities"), Alexion's financial advisor, delivered to the Alexion board of directors an oral opinion, which was confirmed by delivery of a written opinion dated December 11, 2020, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in BofA Securities' written opinion, the merger consideration to be received in the transaction by holders of Alexion common stock was fair, from a financial point of view, to such holders.

        The full text of BofA Securities' written opinion to the Alexion board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement/prospectus and is incorporated by reference herein in its entirety. The summary of BofA Securities' opinion included in this proxy

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statement/prospectus is qualified in its entirety by reference to the full text of BofA Securities' written opinion. BofA Securities delivered its opinion to the Alexion board of directors for the benefit and use of the Alexion board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the transaction. BofA Securities' opinion does not address any other terms or other aspects or implications of the proposed transaction and no opinion or view was expressed as to the relative merits of the proposed transaction in comparison to other strategies or transactions that might be available to Alexion or in which Alexion might engage or as to the underlying business decision of Alexion to proceed with or effect the proposed transaction. BofA Securities' opinion does not address any other aspect of the transaction and does not express any opinion or recommendation as to how any stockholder should vote or act in connection with the proposed transaction or any related matter. See the section entitled "The Merger Proposal—Opinion of Alexion's Financial Advisor" beginning on page 63.

The Alexion Special Meeting (page 43)

        The Alexion special meeting will be held virtually via the Internet on May 11, 2021, beginning at 9:00 a.m., Eastern Time. In light of ongoing developments related to the COVID-19 (coronavirus) pandemic, Alexion has elected to hold the Alexion special meeting solely by means of remote communication via the Internet. The Alexion special meeting will be held solely via live webcast and there will not be a physical meeting location. Alexion stockholders will be able to attend the Alexion special meeting online and vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/ALXN2021SM (which we refer to as the "special meeting website").

        The purposes of the Alexion special meeting are as follows:

Proposal 1:  Adoption of the Merger Agreement.    To consider and vote on the merger proposal;

Proposal 2:  Approval, on an Advisory (Non-Binding) Basis, of Certain Merger-Related Compensatory Arrangements with Alexion's Named Executive Officers.    To consider and vote on the compensation proposal; and

Proposal 3:  Adjournment of the Alexion Special Meeting.    To consider and vote on the adjournment proposal.

        Completion of the transaction is conditioned on the approval of the merger proposal by Alexion's stockholders. Neither approval of the compensation proposal nor approval of the adjournment proposal is a condition to the obligation of either Alexion or AstraZeneca to complete the transaction.

        Only holders of record of shares of Alexion common stock outstanding as of the close of business on March 30, 2021, the record date for the Alexion special meeting, are entitled to notice of, and to vote at, the Alexion special meeting or any adjournment or postponement of the Alexion special meeting. Alexion stockholders may cast one vote for each share of Alexion common stock that Alexion stockholders own of record as of that record date.

        A quorum of Alexion stockholders is necessary to hold the Alexion special meeting. A quorum will exist at the Alexion special meeting if holders of record of shares of Alexion common stock representing a majority of the outstanding shares of Alexion common stock entitled to vote at the meeting are present via the special meeting website or represented by proxy. All shares of Alexion common stock represented by a valid proxy and all abstentions will be counted as present for purposes of establishing a quorum. All of the proposals for consideration at the Alexion special meeting are considered "non-routine" matters under the NYSE and Nasdaq rules, and, therefore, brokers are not permitted to vote on any of the matters to be considered at the Alexion special meeting unless they have received instructions from the beneficial owners. As a result, no "broker non-votes" are expected at the meeting, and shares held in "street name" will not be counted as present for the purpose of

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determining the existence of a quorum unless the stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals brought before the Alexion special meeting.

        Assuming a quorum is present at the Alexion special meeting, approval of the merger proposal requires the affirmative vote of at least a majority of the outstanding shares of Alexion common stock entitled to vote on the proposal. Shares of Alexion common stock not present at the Alexion special meeting, shares that are present and not voted on the merger proposal, including due to the failure of any Alexion stockholder who holds their shares in "street name" through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the merger proposal, and abstentions will have the same effect as a vote "AGAINST" the merger proposal.

        Assuming a quorum is present at the Alexion special meeting, approval of the compensation proposal requires the affirmative vote of at least a majority of the votes cast on the compensation proposal by shares of Alexion common stock present at the special meeting website or represented by proxy at the Alexion special meeting. A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the compensation proposal, assuming a quorum is present.

Whether or not there is a quorum, the approval of the adjournment proposal requires the affirmative vote of at least a majority of the votes cast on the adjournment proposal by shares of Alexion common stock present at the special meeting website or represented by proxy at the Alexion special meeting. A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the adjournment proposal.

Listing of AstraZeneca ADSs (page 79)

        The completion of the transaction is conditioned upon the approval for listing of AstraZeneca ADSs issuable pursuant to the merger agreement on Nasdaq, subject to official notice of issuance. In addition, it is a requirement that AstraZeneca receive acknowledgement by the FCA and LSE that the ordinary shares represented by the AstraZeneca ADSs to be issued in connection with the transaction shall be admitted to the premium segment of the FCA's official list and to trading on the LSE's main market for listed securities.

Delisting and Deregistration of Alexion Common Stock (page 79)

        As promptly as practicable after the first effective time, the Alexion common stock currently listed on Nasdaq will cease to be listed on Nasdaq and will be deregistered under the U.S. Exchange Act.

Material U.S. Federal Income Tax Consequences (page 95)

        AstraZeneca and Alexion intend that the steps involved in the transaction, taken together as an integrated transaction, will qualify as a "reorganization" within the meaning of Section 368(a) of the Code and that Section 367(a)(1) of the Code will not apply to cause the transaction to result in gain recognition by Alexion stockholders that exchange their shares of Alexion common stock for the merger consideration (other than any such Alexion stockholder who would be treated as a "five-percent transferee shareholder" (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of AstraZeneca following the transaction who does not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8). The obligation of Alexion to complete the transaction is conditioned upon the receipt of an opinion from Wachtell, Lipton, Rosen & Katz, special counsel to Alexion, or Freshfields Bruckhaus Deringer US LLP, counsel to AstraZeneca, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the transaction will qualify as a "reorganization" within the meaning of Section 368(a) of the Code and that Section 367(a)(1) of the Code will not apply to cause the transaction to result in gain recognition by Alexion stockholders (other than any such Alexion stockholder who would be treated as

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a "five-percent transferee shareholder" (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of AstraZeneca following the transaction who does not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8).

        Accordingly, on the basis of such opinion that the transaction qualifies as a reorganization and that Section 367(a) does not apply to require gain recognition, and assuming that, in the case of any holder who would be treated as a "five-percent transferee shareholder" (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of AstraZeneca following the transaction, such holder enters into a five-year gain recognition agreement in the form provided in Treasury Regulation Section 1.367-8(a), a U.S. Holder that exchanges shares of Alexion common stock for the merger consideration in the transaction will generally recognize gain (but not loss) in an amount equal to the lesser of: (i) the cash consideration (excluding cash received in lieu of fractional AstraZeneca ADSs or AstraZeneca ordinary shares, if any) received by such U.S. Holder in the transaction; and (ii) the excess, if any, of (a) the sum of the cash consideration (excluding cash received in lieu of fractional AstraZeneca ADSs or AstraZeneca ordinary shares, if any) plus the fair market value of the share consideration (including any fractional AstraZeneca ADSs or AstraZeneca ordinary shares deemed received) received by such U.S. Holder in exchange for its shares of Alexion common stock in the transaction, over (b) such U.S. Holder's tax basis in its shares of Alexion common stock exchanged. In addition, a U.S. Holder generally will recognize gain or loss with respect to any cash received in lieu of fractional AstraZeneca ADSs or AstraZeneca ordinary shares.

        A Non-U.S. Holder exchanging its shares of Alexion common stock for the merger consideration generally will not be subject to U.S. federal income tax in respect of the transaction.

        For definitions of "U.S. Holder" and "Non-U.S. Holder" and a more detailed discussion of the material U.S. federal income tax consequences of the transaction to U.S. Holders and Non-U.S. Holders, see the section entitled "Material U.S. Federal Income Tax Consequences" below.

        The U.S. federal income tax consequences described above may not apply to all holders of Alexion common stock. An Alexion stockholder's tax consequences will depend on his, her or its individual situation. Accordingly, each Alexion stockholder is urged to consult his, her or its tax advisors for a full understanding of the particular tax consequences of the transaction to such stockholder.

Accounting Treatment of the Transaction (page 86)

        The transaction will be accounted for as a business combination using the acquisition method of accounting in accordance with IFRS under IFRS 3, Business Combinations, which requires that one of the two companies in the transaction be designated as the acquirer for accounting purposes based on the evidence available. AstraZeneca will be treated as the accounting acquirer, and accordingly, will record assets acquired, including identifiable intangible assets, and liabilities assumed from Alexion at their respective fair values at the date of completion of the transaction. Any excess of the purchase price over the net fair value of such assets and liabilities will be recorded as goodwill. For a more detailed discussion of the accounting treatment of the transaction, see the section entitled "The Merger Proposal—Accounting Treatment of the Transaction."

Treatment of Alexion Equity Awards (page 111)

Alexion Stock Options

        At the first effective time, each outstanding Alexion Stock Option, whether vested or unvested, will automatically be cancelled in consideration for the right to receive, within five business days following the first effective time, the merger consideration, without interest and less applicable withholding taxes, in respect of each net option share subject to such Alexion Stock Option immediately prior to the first effective time, with the number of net option shares calculated as described in the merger agreement.

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Alexion Restricted Stock Unit Awards

        At the first effective time, each Alexion RSU Award, will be treated as follows:

        If such Alexion RSU Award is held by a non-employee director of Alexion, it will automatically become fully vested and cancelled and converted into the right to receive, within five business days following the first effective time, the merger consideration, without interest and less applicable withholding taxes, with respect to each share of Alexion common stock subject to such Alexion RSU Award immediately prior to the first effective time.

        Each other Alexion RSU Award will be assumed by AstraZeneca and will be converted into an equivalent AstraZeneca restricted stock unit award, with the number of AstraZeneca ADSs underlying each converted award determined by multiplying the equity award exchange ratio as described in the merger agreement by the number of shares of Alexion common stock subject to such Alexion RSU Award.

Alexion Performance Stock Unit Awards

        At the first effective time, each Alexion PSU Award will be assumed by AstraZeneca and will be converted into an equivalent AstraZeneca restricted stock unit award, with the number of AstraZeneca ADSs underlying each converted award determined by multiplying the equity award exchange ratio as described in the merger agreement by the number of shares of Alexion common stock subject to such Alexion RSU Award (determined by deeming the applicable performance goals to be achieved at the greater of the target level and the actual level of achievement through the latest practicable date prior to the first effective time, subject to a limit of 175% of target for Alexion PSU Awards granted in 2019 and 150% of target for Alexion PSU Awards granted in 2020).

        For a description of the treatment of Alexion equity awards, see the section entitled "The Merger Agreement—Treatment of Alexion Equity Awards."

Regulatory Approvals Required for the Transaction (page 87)

        Completion of the transaction is conditioned upon the expiration or early termination of the waiting period relating to the transaction under the HSR Act and the receipt of approvals under the antitrust and foreign investment laws of certain specified foreign jurisdictions. Under the HSR Act, certain transactions, including the transaction, may not be completed unless certain waiting period requirements have expired or been terminated. The HSR Act provides that each party must file a pre-merger notification with the Federal Trade Commission, which is referred to in this proxy statement/prospectus as the "FTC," and the Antitrust Division of the U.S. Department of Justice, which is referred to in this proxy statement/prospectus as the "DOJ." A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties' filings of their respective HSR Act notification forms or the early termination of that waiting period. At any time before the expiration of the initial waiting period, the DOJ or the FTC may issue a Request for Additional Information and Documentary Material, which is referred to in this proxy statement/prospectus as a "Second Request." If a Second Request is issued, the parties may not complete the transaction until they each substantially comply with the Second Request and observe a second 30-calendar-day waiting period, unless the waiting period is terminated earlier.

        Each of AstraZeneca and Alexion filed its respective HSR Act notification and report with respect to the transaction on February 10, 2021. Following informal discussions with the FTC, AstraZeneca notified the FTC that it elected to withdraw and refile its notification and report form under the HSR Act prior to expiration of the initial waiting period to give the FTC additional time to review the proposed transaction. AstraZeneca's notification and report form was withdrawn effective as of March 12, 2021, and AstraZeneca refiled its notification on March 16, 2021, commencing a new

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30-calendar-day waiting period under the HSR Act. In addition, the European Commission and certain other non-U.S. governmental authorities must approve, or be notified of, the transaction, and AstraZeneca and/or Alexion and/or their respective subsidiaries will file all such statements, notices or applications, as are necessary, proper or advisable according to the laws of relevant non-U.S. governmental authorities. AstraZeneca and Alexion have agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction, including (i) preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all filings necessary, proper or advisable to complete the transaction, (ii) using reasonable best efforts to obtain, as promptly as practicable, and thereafter maintain, all consents from any governmental authority or other third party that are necessary, proper or advisable to consummate the transaction and complying with the terms and conditions of each consent, and (iii) cooperating with the other parties, to the extent reasonable, in their efforts to comply with their obligations under the merger agreement. AstraZeneca and Alexion are also required to use their reasonable best efforts to defend any governmental action challenging the legality of the transaction and contest any order prohibiting the parties from completing the transaction.

        Additionally, AstraZeneca and its affiliates are required to take, or cause to be taken, all actions, and do or cause to be done, all things necessary, proper or advisable to eliminate each and every impediment under any antitrust law that is asserted by any governmental authority, obtain the consent or cooperation of any other person and permit and cause the satisfaction of the conditions to closing regarding the receipt of required regulatory approvals to permit the closing to occur as promptly as reasonably practicable and in any event prior to the end date, including: (i) proposing, negotiating, committing to, effecting and agreeing to, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, holding separate, and other disposition of or restrictions on the businesses, assets, properties, product lines, and equity or other business interests of, or changes to the conduct of business of, Alexion, AstraZeneca, and their respective affiliates, and take all actions necessary or appropriate in furtherance of the foregoing, (ii) creating, terminating, unwinding, divesting or assigning, subcontracting or otherwise securing substitute parties for relationships, ventures, and contractual or commercial rights or obligations of Alexion, AstraZeneca, and their respective affiliates and (iii) otherwise taking or committing to take any action that would limit AstraZeneca's freedom of action with respect to, or its ability to retain, hold or continue, directly or indirectly, any businesses, assets, properties, product lines, and equity or other business interests, relationships, ventures or contractual rights and obligations of Alexion, AstraZeneca and their respective affiliates. However, AstraZeneca's obligations to take or cause to be taken any actions described in this paragraph is subject to the right of AstraZeneca, in its good faith reasonable discretion, to take reasonable periods of time in order to advocate and negotiate with governmental authorities with respect to such actions. In addition, none of Alexion, AstraZeneca or their respective affiliates is required to agree to take or enter into any such action described in clauses (i) through (iii) of this paragraph that is not conditioned upon or that becomes effective prior to, the closing. For more information, including the definition of the outside date, see the section entitled "The Merger Agreement—Efforts to Consummate the Transaction."

Appraisal or Dissenters' Rights (page 88)

        If the transaction is completed, Alexion stockholders who do not vote in favor of the adoption of the merger agreement and who otherwise comply with the applicable provisions of Section 262 of the DGCL will be entitled to exercise appraisal rights thereunder and obtain payment in cash for the fair value of their shares of Alexion, subject to certain limitations under the DGCL. Any shares of Alexion common stock held by an Alexion stockholder on the date of making an appraisal demand, who continues to own such shares through the first effective date, who has not voted in favor of the adoption of the merger agreement and who has demanded appraisal for such shares in accordance with

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the DGCL will have the right to obtain payment in cash for the fair value of their shares of Alexion in lieu of the merger consideration, unless such Alexion stockholder fails to perfect, effectively withdraws, waives or otherwise loses such stockholder's appraisal rights under the DGCL. If, after the completion of the transaction, such holder of Alexion common stock fails to perfect, effectively withdraws, waives or otherwise loses his, her or its appraisal rights, each such share will be treated as if it had been converted as of the completion of the transaction into a right to receive the merger consideration. Due to the complexity of the procedures for exercising your appraisal rights, Alexion stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with these provisions will result in the loss of appraisal rights. See the section titled "The Merger Proposal—Appraisal or Dissenters' Rights" contained in this proxy statement/prospectus for additional information and the text of Section 262 of the DGCL, which is included as Annex C to this proxy statement/prospectus, which you are encouraged to read carefully and in their entirety.

Litigation Relating to the Transaction (page 94)

        In connection with the transaction, nine complaints have been filed by purported Alexion stockholders against Alexion and its directors, and, in certain cases, AstraZeneca and the Merger Subs. The complaints are captioned Votto v. Alexion Pharmaceuticals, Inc., et al., No. 1:21-cv-02067 (S.D.N.Y); Wang v. Alexion Pharmaceuticals, Inc., et al., No. 1:21-cv-02095 (S.D.N.Y.); Wei v. Alexion Pharmaceuticals, Inc., et al., No. 1:21-cv-02100 (S.D.N.Y.); Naquin v. Alexion Pharmaceuticals, Inc., et al., No. 1:21-cv-02119 (S.D.N.Y.); Raul v. Alexion Pharmaceuticals, Inc., et al., No. 1:21-cv-02238 (S.D.N.Y.); Parshall v. Alexion Pharmaceuticals, Inc., et al.,No. 1:21-cv-02670 (S.D.N.Y.); Davis v. Alexion Pharmaceuticals, Inc., et al., No. 1:21-cv-01429 (E.D.N.Y.); Kent v. Alexion Pharmaceuticals, Inc., et al., No. 1:21-cv-00441 (D. Del.); McKenzie v. Alexion Pharmaceuticals, Inc., et al., No. 2:21-cv-01515 (E.D. Pa.). The complaints generally allege that the preliminary registration statement filed with the SEC on February 19, 2021, omitted certain allegedly material information in connection with the transaction, and one of the complaints further alleges that the Alexion directors breached their fiduciary duties in connection with the transaction and that AstraZeneca and the other entity defendants aided and abetted the alleged breaches. The lawsuits seek various remedies, including enjoining the consummation of the transaction unless certain allegedly material information is disclosed, directing dissemination of additional allegedly material disclosures, rescission of the transaction, or rescissory damages in the event the transaction is consummated without such disclosures, and an accounting to the plaintiffs for any damages allegedly suffered. Given the early stage of the proceedings, it is impossible to predict the outcome or to estimate possible loss or range of loss.

Description of Debt Financing (page 94)

        AstraZeneca's obligation to complete the transaction is not contingent on the receipt by AstraZeneca of any financing. AstraZeneca estimates that it will need approximately $17.5 billion in order to pay Alexion stockholders the cash amounts due to them as merger consideration under the merger agreement and related fees and transaction costs in connection with the transaction, and fund the repayment of certain existing indebtedness of Alexion.

        AstraZeneca anticipates that the funds needed to pay the foregoing amount will be derived from a combination of some or all of (i) cash on hand, (ii) borrowings under its existing and new credit facilities described below and (iii) the proceeds from the sale of debt securities.

        In connection with entry into the merger agreement, on December 12, 2020, AstraZeneca and certain of its subsidiaries entered into a bridge facility agreement, the credit facility established in accordance with the terms thereof is referred to in this proxy statement/prospectus as the bridge facility, with Morgan Stanley Bank International Limited, J.P. Morgan Securities plc and Goldman Sachs Bank USA, respectively, to finance up to $17.5 billion of the (i) cash consideration in connection

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with the transaction, (ii) repayment of certain existing indebtedness of Alexion or its subsidiaries and (iii) fees and expenses in connection with the foregoing. Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank NA, JPMorgan Chase Bank, N.A., London Branch and Goldman Sachs Bank USA each provided a commitment to fund loans under the bridge facility and are collectively referred to in this proxy statement/prospectus as the initial bridge commitment parties.

        On December 24, 2020, the bridge facility was successfully syndicated to a number of large, well regarded international banks, and are collectively referred to, together with the initial bridge commitment parties, the bridge commitment parties, and $5 billion of the bridge facility was cancelled and refinanced with new long term credit facilities made available by the bridge commitment parties, which facilities are referred to in this proxy statement/prospectus as the take-out facilities, and the commitment parties in relation to the take-out facilities, the take-out commitment parties.

        The bridge commitment parties' obligation to fund the bridge facility and the take-out commitment parties' obligation to fund the take-out facilities are subject to certain limited conditions as set forth in the bridge facility agreement and the take-out facilities agreement, respectively, including, among others, all relevant consents to the transaction having been received, all conditions to closing under the merger agreement have been satisfied and that the transaction will be consummated substantially simultaneously with the first utilization of the relevant facility, and other customary conditions to completion. The commitments to provide the financing under the bridge facility are available for an initial term of 12 months from the earlier of (i) the date of completion of the acquisition and (ii) December 12, 2021, with up to two six-month extensions available at the discretion of AstraZeneca. The commitments to provide the term loan financing under the take-out facilities are available for a period which corresponds with the period in which closing can occur under the merger agreement.

        For more information, see the section entitled "The Merger Proposal—Description of Debt Financing."

Comparison of Shareholders' Rights (page 159)

        For a summary of the material differences between the rights of AstraZeneca shareholders and the existing rights of Alexion stockholders, see the section entitled "Comparison of AstraZeneca Shareholders and Alexion Stockholders Rights."

Conditions to the Transaction (page 113)

        Each party's obligation to complete the transaction is subject to the satisfaction or waiver of the following mutual conditions:

adoption of the merger agreement by Alexion stockholders;

approval of the transactions contemplated by the merger agreement by the AstraZeneca shareholders;

approval of the AstraZeneca ADSs (and the ordinary shares represented thereby) to be issued in the transaction for listing on Nasdaq, subject to official notice of issuance;

approval by the FCA of the application for admission of the ordinary shares represented by the AstraZeneca ADSs to be issued in connection with the transaction to the premium segment of the FCA's official list;

the LSE having acknowledged that the ordinary shares represented by the AstraZeneca ADSs to be issued in connection with the transaction shall be admitted to trading on the LSE's main market for listed securities;

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expiration or early termination of the waiting period applicable to the completion of the transaction under the HSR Act and the receipt of required approvals under the antitrust laws and foreign investment laws of certain specified foreign jurisdictions;

effectiveness of the registration statement for the AstraZeneca ordinary shares to be issued in the transaction (of which this proxy statement/prospectus forms a part) and of the registration statement on Form F-6 relating to the AstraZeneca ADSs and the absence of any stop order suspending that effectiveness or any proceedings for that purpose pending before the SEC;

the absence of any injunction or order issued by any court or other governmental authority of competent jurisdiction that remains in effect and enjoins, prevents or prohibits completion of the transaction, and the absence of any applicable law enacted, entered or promulgated by any governmental authority that remains in effect and prohibits or makes illegal completion of the transaction; and

approval by the FCA of the shareholder circular and the distribution thereof to AstraZeneca shareholders in accordance with the FCA's listing rules and the memorandum and articles of association of AstraZeneca.

        The obligations of AstraZeneca, Bidco and each Merger Sub to complete the transaction are subject to the satisfaction or waiver of further conditions, including:

the accuracy of the representations and warranties of Alexion contained in the merger agreement as of the date of the merger agreement and as of the closing date (other than representations that by their terms speak specifically as of another date), subject to the materiality standards provided in the merger agreement;

Alexion having performed in all material respects the obligations required to be performed by it under the merger agreement at or prior to the first effective time; and

AstraZeneca's receipt of a certificate of an executive officer of Alexion, certifying that the conditions set forth in the two bullets directly above have been satisfied.

        The obligation of Alexion to complete the transaction is subject to the satisfaction or waiver of further conditions, including:

the accuracy of the representations and warranties of AstraZeneca, Bidco and each Merger Sub contained in the merger agreement as of the date of the merger agreement and as of the closing date (other than representations that by their terms speak specifically as of another date), subject to the materiality standards provided in the merger agreement;

each of AstraZeneca, Bidco and each Merger Sub having performed in all material respects the obligations required to be performed by it under the merger agreement at or prior to the first effective time;

Alexion's receipt of a certificate of an executive officer of AstraZeneca, certifying that the conditions set forth in the two bullets directly above have been satisfied; and

the receipt by Alexion of an opinion from Wachtell, Lipton, Rosen & Katz, special counsel to Alexion, or Freshfields Bruckhaus Deringer US LLP, counsel to AstraZeneca, dated as of the closing date, in form and substance reasonably satisfactory to Alexion, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the transaction will qualify as a "reorganization" within the meaning of Section 368(a) of the Code and that Section 367(a)(1) of the Code will not apply to cause the transaction to result in gain recognition to Alexion stockholders (other than any such Alexion stockholder who would be treated as a "five-percent transferee shareholder" (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of AstraZeneca following the transaction who does not enter into a

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five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8).

No Solicitation (page 123)

        The merger agreement generally restricts Alexion's and AstraZeneca's ability to: (i) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing information) any inquiries regarding, or the making or submission of any acquisition proposal, (ii) (A) enter into or participate in any discussions or negotiations regarding, (B) furnish to any third party any information or (C) otherwise assist, participate in, knowingly facilitate or knowingly encourage any third party, in each case, in connection with or for the purpose of knowingly encouraging or facilitating, an acquisition proposal, or (iii) approve, recommend or enter into or publicly or formally propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment or agreement in principle (whether written or oral, binding or nonbinding) with respect to an acquisition proposal.

        However, under certain circumstances specified in the merger agreement, Alexion or AstraZeneca, as applicable, is permitted to furnish information with respect to it and its subsidiaries to third parties and participate in discussions or negotiations with such third parties in response to unsolicited acquisition proposals if, prior to taking such action, such party's board of directors determines in good faith, after consultation with outside legal counsel and financial advisor, that based on the information then available and after consultation with its outside legal counsel and financial advisor, such acquisition proposal either constitutes a "superior proposal" (as defined in the section entitled "The Merger Agreement—No Solicitation") or could reasonably be expected to result in a superior proposal.

        For further information, including what constitutes an "acquisition proposal" and a "superior proposal," see the section entitled "The Merger Agreement—No Solicitation."

Termination of the Merger Agreement (page 133)

        Subject to conditions and circumstances described in the merger agreement, the merger agreement may be terminated as follows:

by mutual written consent of Alexion and AstraZeneca;

by either Alexion or AstraZeneca if the transaction is not completed by December 12, 2021, subject to extension until March 12, 2022, in specified circumstances;

by either Alexion or AstraZeneca if: (i) AstraZeneca shareholders fail to approve the transactions contemplated by the merger agreement upon a vote taken on a proposal to approve the transactions contemplated by the merger agreement at the AstraZeneca shareholder meeting or (ii) Alexion stockholders fail to adopt the merger agreement upon a vote taken on a proposal to adopt the merger agreement at the Alexion special meeting;

by either Alexion or AstraZeneca if a governmental entity issues a final and non-appealable injunction permanently restraining or enjoining the completion of the transaction;

by AstraZeneca if: (i) Alexion breaches any of its representations or warranties or fails to perform any of the covenants or agreements under the merger agreement, and such breach or failure to perform (a) would give rise to the failure of a closing condition and (b) is incapable of being cured prior to the end date or is not cured within the earlier of 45 days after the giving of notice thereof by AstraZeneca or the end date, or (ii) prior to the adoption of the merger agreement by Alexion stockholders, (a) the Alexion Board makes an adverse recommendation change, (b) Alexion fails to publicly confirm to Alexion stockholders, within 10 business days after the commencement of a tender or exchange offer subject to Regulation 14D under the

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U.S. Exchange Act that constitutes an acquisition proposal, that Alexion recommends rejection of such tender or exchange offer (or shall have withdrawn any such rejection thereafter), or (c) Alexion commits a wilful breach of its no solicit obligations or its obligation to hold the Alexion special meeting; and

by Alexion if: (i) AstraZeneca, Bidco or either Merger Sub breaches any of its representations or warranties or fails to perform any of the covenants or agreements under the merger agreement, and such breach or failure to perform (a) would give rise to the failure of a closing condition and (b) is incapable of being cured prior to the end date or is not cured within the earlier of 45 days after the giving of notice thereof by Alexion or the end date, (ii) prior to the approval of the transactions contemplated by the merger agreement by Alexion stockholders, (a) the AstraZeneca Board makes an adverse recommendation change, (b) AstraZeneca fails to publicly confirm to AstraZeneca shareholders, within ten business days after the commencement of an offer (as defined in the U.K. Code) or tender or exchange offer subject to Regulation 14D under the U.S. Exchange Act that constitutes an acquisition proposal, that AstraZeneca recommends rejection of such offer or tender or exchange offer (or shall have withdrawn any such rejection thereafter), or (c) AstraZeneca commits a wilful breach of its no solicit obligations or its obligation to hold the AstraZeneca special meeting or (iii) prior to the adoption of the merger agreement by Alexion stockholders, Alexion terminates the merger agreement in order to enter into a definitive agreement providing for a superior proposal.

Your Rights as an AstraZeneca Shareholder Will Be Different from Your Rights as an Alexion Stockholder (page 159)

        Upon the completion of the transaction, each eligible share of Alexion common stock will be converted into the right to receive the merger consideration, consisting of (1) 2.1243 AstraZeneca ADSs (or, at the election of the holder thereof, a number of ordinary shares of AstraZeneca equal to the number of underlying ordinary shares represented by such AstraZeneca ADSs) and (2) $60.00 in cash, without interest. As a result, Alexion stockholders will have different rights once they become AstraZeneca shareholders (whether directly or via their holding of AstraZeneca ADSs) due to differences between the organizational documents of AstraZeneca and Alexion and differences between Delaware law, where Alexion is incorporated, and the laws of England and Wales, where AstraZeneca is incorporated. For a summary of the material differences between the rights of AstraZeneca shareholders and the existing rights of Alexion stockholders, see the section entitled "Comparison of Rights of AstraZeneca Shareholders and Alexion Stockholders."

Interests of Alexion's Directors and Executive Officers in the Transaction (page 79)

        In considering the recommendation of the Alexion board of directors to adopt the merger agreement, Alexion stockholders should be aware that Alexion's directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Alexion stockholders generally, including potential severance benefits, treatment of outstanding Alexion equity awards in connection with the transaction, potential transaction bonuses, and rights to ongoing indemnification and insurance coverage. Alexion's board of directors was aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement, in reaching its decision to approve and declare advisable the merger agreement and the transactions contemplated by the merger agreement (including the transaction), and in recommending to Alexion stockholders that the merger agreement be approved.

        These interests are discussed in more detail in the section entitled "The Merger Proposal—Interests of Alexion's Directors and Executive Officers in the Transaction." The Alexion board of directors was aware of the different or additional interests described herein and considered these interests along with other matters in approving and adopting the merger agreement.

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Recent Developments (page 104)

        On December 17, 2015, AstraZeneca entered into an agreement to acquire 55% of the entire issued share capital of Acerta Pharma ("Acerta") for an upfront payment of US$2.5 billion, which was paid in 2016. A further payment of US$1.5 billion was paid in 2017 on receipt of the first regulatory approval for Calquence (acalabrutinib) for any indication in the U.S. The agreement included options which, if exercised, provided the opportunity for Acerta shareholders to sell, and AstraZeneca to buy, the remaining 45% of shares in Acerta. The final condition for these options to be exercised was satisfied in November 2020 when Calquence (acalabrutinib) received marketing approval in the EU. AstraZeneca exercised its option to acquire the remaining 45% of shares in Acerta in April 2021.

        The agreement originally provided that the remaining 45% of shares in Acerta would be acquired at a price of approximately US$3 billion net of certain costs and payments incurred by AstraZeneca and net of agreed future adjusting items, using a pre-agreed pricing mechanism. In October 2019, an amendment agreement came into effect, changing the timing of payments and reducing the maximum consideration that would be required to be made to acquire the remaining outstanding shares of Acerta if the options were exercised. The payments are to be made in similar annual installments in 2022, 2023 and 2024. The changes to the terms were reflected in the assumptions which were used to calculate the amortized cost of the option liability as at December 31, 2020 of US$2.3 billion.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        From time to time, AstraZeneca and Alexion make written or oral forward-looking statements within the meaning of certain securities laws, including the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995 and any applicable UK securities legislation. This proxy statement/prospectus, including information incorporated by reference into this proxy statement/prospectus, may contain certain forward-looking statements with respect to the operations, performance and financial condition of Alexion and AstraZeneca, including, among other things, statements about expected revenues, margins, earnings per share or other financial or other measures, statements about projections as to the anticipated benefits of the transaction, the impact of the transaction on Alexion's and AstraZeneca's businesses and future financial and operating results, the amount and timing of synergies from the transaction, the terms and scope of the debt financing for the transaction and the aggregate amount of indebtedness of the combined company following the closing of the transaction. Although AstraZeneca and Alexion believe their respective expectations are based on reasonable assumptions, any forward-looking statements, by their very nature, involve risks and uncertainties and may be influenced by factors that could cause actual outcomes and results to be materially different from those predicted. Forward-looking statements are typically identified by words such as 'anticipates', 'believes', 'expects', 'intends' and similar expressions in such statements. Important factors that could cause actual results to differ materially from those contained in forward-looking statements, certain of which are beyond AstraZeneca and Alexion's control, include, among other things:

the risk of failure or delay in delivery of pipeline or launch of new medicines

the risk of failure to meet regulatory or ethical requirements for medicine development or approval

the risk of failure to obtain, defend and enforce effective intellectual property (IP) protection and IP challenges by third parties

the impact of competitive pressures including expiry or loss of IP rights, and generic and biosimilar competition

the impact of price controls and reductions

the impact of economic, regulatory and political pressures

the impact of uncertainty and volatility in relation to the UK's exit from the EU

the risk of failures or delays in the quality or execution of commercial strategies

the risk of failure to maintain supply of compliant, quality medicines

the risk of illegal trade in medicines

the impact of reliance on third-party goods and services

the risk of failure in information technology, data protection or cybercrime

the risk of failure of critical processes

any expected gains from productivity initiatives are uncertain

the risk of failure to attract, develop, engage and retain a diverse, talented and capable workforce, including following the consummation of the transaction

the risk of failure to adhere to applicable laws, rules and regulations

the risk of the safety and efficacy of marketed medicines being questioned

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the risk of adverse outcome of litigation and/or governmental investigations, including relating to the transaction

the risk of failure to adhere to increasingly stringent anti-bribery and anti-corruption legislation

the risk of failure to achieve strategic plans or meet targets or expectations

the risk of failure in financial control or the occurrence of fraud

the risk of unexpected deterioration in AstraZeneca's or Alexion's financial position

the impact that the COVID-19 global pandemic may have or continue to have on these risks, on AstraZeneca's or Alexion's ability to continue to mitigate these risks, and on AstraZeneca's or Alexion's operations, financial results or financial condition

the risk that a condition to the closing of the transaction may not be satisfied, or that a regulatory approval that may be required for the transaction is delayed or is obtained subject to conditions that are not anticipated

the risk that AstraZeneca is unable to achieve the synergies and value creation contemplated by the transaction, or that AstraZeneca is unable to promptly and effectively integrate Alexion's businesses

and the risk that management's time and attention are diverted on transaction-related issues or that disruption from the transaction makes it more difficult to maintain business, contractual and operational relationships

        Alexion and AstraZeneca caution that the foregoing list of important factors is not exhaustive and other factors could also adversely affect the completion of the transaction and the future results of Alexion or AstraZeneca. The forward-looking statements speak only as of the date of this proxy statement/prospectus, in the case of forward-looking statements contained in this proxy statement/prospectus, or the dates of the documents incorporated by reference into this proxy statement/prospectus, in the case of forward-looking statements made in those incorporated documents. When relying on AstraZeneca's or Alexion's forward-looking statements to make decisions with respect to AstraZeneca and Alexion, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by applicable law or regulation, Alexion and AstraZeneca do not undertake to update any forward-looking statement, whether written or oral, to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events. Alexion and AstraZeneca and their respective directors, employees, agents and advisers do not accept or assume responsibility to any other person to whom this proxy statement/prospectus is shown or into whose hands it may come and any such responsibility or liability is expressly disclaimed. Nothing in this proxy statement/prospectus should be construed as a profit forecast.

        For additional information about factors that could cause AstraZeneca's and Alexion's results to differ materially from those described in the forward-looking statements, please see the section entitled "Risk Factors" as well as in the reports that Alexion and AstraZeneca have filed with the SEC described in the section entitled "Where You Can Find Additional Information."

        All written or oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to AstraZeneca, Alexion or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ALEXION

        The following table presents selected historical consolidated financial data of Alexion. The selected historical consolidated financial data of Alexion for each of the years ended December 31, 2020, 2019 and 2018, and as of December 31, 2020 and 2019, are derived from Alexion's audited consolidated financial statements and related notes contained in its Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference into this proxy statement/prospectus. The selected historical consolidated financial data of Alexion for each of the years ended December 31, 2017 and 2016, and as of December 31, 2018, 2017 and 2016, are derived from Alexion's audited consolidated financial statements for such years, which have not been incorporated by reference into this proxy statement/prospectus.

        The following selected historical consolidated financial data of Alexion set forth below is only a summary and is not necessarily indicative of future results. You should read the following information in conjunction with Alexion's audited consolidated financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2020, including "Management's Discussion and Analysis of Results of Operations and Financial Condition" and the notes to Alexion's consolidated financial statements for certain information that may affect the comparability of results as well as material uncertainties regarding Alexion's future financial condition and results of operations. See the

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section entitled "Where You Can Find Additional Information" beginning on page 185 of this proxy statement/prospectus.

 
  Year Ended December 31,  
 
  2020   2019   2018   2017   2016  
 
  (Amounts in millions, except per share amounts)
 

Consolidated Statements of Operations Data:

                               

Net product sales

  $ 6,069.1   $ 4,990.0   $ 4,130.1   $ 3,549.5   $ 3,081.7  

Other revenue

    0.8     1.1     1.1     1.6     2.4  

Total revenues

    6,069.9     4,991.1     4,131.2     3,551.1     3,084.1  

Costs and expenses:

                               

Cost of sales (exclusive of amortization of purchased intangible assets)(1)

    553.5     394.5     374.3     454.2     258.3  

Research and development

    1,002.9     886.0     730.4     878.4     757.2  

Selling, general and administrative

    1,399.9     1,261.1     1,111.8     1,094.4     953.0  

Acquired in-process research and development(2)

        (4.1 )   1,183.0          

Amortization of purchased intangible assets(4)

    253.7     309.6     320.1     320.1     322.2  

Change in fair value of contingent consideration

    61.2     11.6     116.5     41.0     35.7  

Acquisition-related costs(3)

    117.6                 2.3  

Restructuring expenses(1)

    10.3     12.0     25.5     104.6     3.0  

Impairment of intangible assets(4)

    2,053.3             31.0     85.0  

Gain on sale of asset

    (14.8 )                

Total costs and expenses

    5,437.6     2,870.7     3,861.6     2,923.7     2,416.7  

Operating income

    632.3     2,120.4     269.6     627.4     667.4  

Other income and (expense)(5)(6)

    (63.3 )   58.4     (27.4 )   (79.6 )   (91.2 )

Income before income taxes

    569.0     2,178.8     242.2     547.8     576.2  

Income tax (benefit) expense(4)(7)(8)(9)

    (34.4 )   (225.5 )   164.6     104.5     176.8  

Net income

  $ 603.4   $ 2,404.3   $ 77.6   $ 443.3   $ 399.4  

Earnings per common share

                               

Basic

  $ 2.74   $ 10.77   $ 0.35   $ 1.98   $ 1.78  

Diluted

  $ 2.72   $ 10.70   $ 0.35   $ 1.97   $ 1.76  

Shares used in computing earnings per common share

                               

Basic

    220.1     223.2     222.7     223.9     224.3  

Diluted

    222.0     224.8     224.5     225.4     226.3  

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  As of December 31,  
 
  2020   2019   2018   2017   2016  
 
  (Dollars in millions, except per share data)
 

Consolidated Balance Sheet Data:

                               

Cash, cash equivalents and marketable securities

  $ 2,999.4   $ 2,749.5   $ 1,563.8   $ 1,474.1   $ 1,293.4  

Total assets(4)(7)(10)

    18,103.0     17,544.6     13,931.9     13,583.3     13,253.3  

Long-term debt (current and noncurrent)

    2,562.0     2,501.7     2,595.5     2,888.1     3,055.1  

Contingent consideration (current and noncurrent)(11)

    414.3     192.4     280.8     168.9     152.9  

Financing lease obligations (current and noncurrent)(12)

    72.9     78.1     372.2     353.3     243.4  

Total liabilities(7)(10)

    6,451.8     6,272.8     4,766.6     4,690.2     4,559.5  

Total stockholders' equity

    11,651.2     11,271.8     9,165.3     8,893.1     8,693.8  

(1)
In 2017, Alexion committed to an operational plan to re-align the global organization with its refocused corporate strategy. As a result of this re-alignment, in 2017, Alexion recorded additional asset related charges of $152.1 associated with the planned closure of the Alexion Rhode Island Manufacturing Facility to cost of sales (the facility was subsequently sold in 2018). These charges primarily relate to accelerated depreciation and the impairment of manufacturing assets. Additionally, the re-alignment in 2017 resulted in restructuring expenses of $104.6, primarily related to employee separation costs.

(2)
In the second quarter 2018, Alexion completed the acquisition of Wilson Therapeutics AB (publ). Alexion acquired in-process research and development related to WTX101, an early Phase III asset in development for the treatment of Wilson Disease. Due to the stage of development of this asset, the value of this asset of $803.7 was expensed during 2018. In the fourth quarter of 2018, Alexion completed the acquisition of Syntimmune, Inc. Alexion acquired in-process research and development related to SYNT001, which was in Phase 1b/2a trials and in development for the treatment of Immunoglobulin G and IgG-mediated autoimmune diseases. Due to the stage of development of this asset, the value of this asset of $379.3 was expensed during 2018. In connection with the agreement of the final working capital adjustment for the Syntimmune acquisition, Alexion recognized a benefit of $4.1 associated with previously acquired in-process research and development in the second quarter 2019.

(3)
In 2020, Alexion recorded $117.6 of acquisition-related costs primarily in connection with Alexion's Achillion and Portola acquisitions.

(4)
In the second quarter 2020, Alexion recognized impairment charges of $2,053.3, primarily related to Alexion's KANUMA intangible asset. The KANUMA impairment charge resulted in a decrease in amortization of purchased intangible assets during 2020. The recognized impairment charges resulted in a deferred tax benefit of $379.8.

(5)
In 2020, 2019 and 2018, Alexion recorded gains of $76.5, $59.7 and $43.0, respectively, on Alexion's strategic equity investments.

(6)
In 2019, Alexion amended the terms of its agreement with Caelum Biosciences which resulted in the recognition of a $32.0 gain. In 2020, in connection with entering into the merger agreement with AstraZeneca, Alexion determined the fair value of its option to acquire the remaining equity of Caelum decreased as a result of a change to the expected option exercise date. This resulted in a $49.0 impairment charge.

(7)
In 2019, Alexion recognized a net tax benefit of $115.8 attributable to the integration of intellectual property of Wilson Therapeutics into the Alexion corporate structure, a $17.0 tax

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benefit attributable to the completion of a comprehensive analysis of Alexion's prior year estimate related to Alexion's foreign-derived intangible income ("FDII"), and a $382.2 tax benefit attributable to the completion of an intra-entity asset transfer of certain intellectual property within its captive foreign partnership. Alexion recognized deferred tax assets of $2,221.5 and deferred tax liabilities of $1,839.3 in connection with the intra-entity asset transfer.

(8)
Alexion recognized tax (benefit) expense of $(56.5) and $45.8 in 2018 and 2017, respectively, as a result of the Tax Cuts and Jobs Act. In 2017, Alexion recorded certain impacts of the Tax Act on a provisional basis. As of December 22, 2018, Alexion's accounting for the impact of the Tax Act was complete.

(9)
In 2016, Alexion recognized deferred tax expense of $119.3 associated with the distribution of earnings from its captive foreign partnership.

(10)
In 2020, in connection with its Achillion and Portola acquisitions, Alexion recorded net assets acquired of $1,061.2 and $1,621.6, respectively. The acquisitions of Achillion and Portola were accounted for as business combinations.

(11)
In the first quarter 2020, in connection with its Achillion acquisition, Alexion recorded an initial fair value estimate of contingent consideration in the form of non-tradeable contingent value rights (CVRs) of $160.7. As of December 31, 2020, the fair value of the contingent consideration for the Achillion acquisition was $210.6.

(12)
Upon adoption of the new lease standard in 2019, Alexion derecognized $372.2 of facility lease obligations associated with previously existing build to-suit arrangements and capitalized $83.1 of financing lease liabilities. Financing lease liabilities as a result of the new standard are included in other current liabilities and other liabilities.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ASTRAZENECA

        The following selected historical consolidated financial data prepared in accordance IFRS is derived from AstraZeneca's audited consolidated financial statements as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016. The information set forth below is only a summary that you should read together with the historical audited consolidated financial statements of AstraZeneca and the related notes, as well as AstraZeneca's consolidated financial statements for the fiscal year ended December 31, 2020, filed on Form 20-F on February 16, 2021, which is incorporated by reference into this proxy statement/prospectus. Historical results are not necessarily indicative of any results to be expected in the future.

        The following selected historical consolidated financial data of AstraZeneca set forth below is only a summary and is not necessarily indicative of future results. You should read the following information in conjunction with AstraZeneca's audited consolidated financial statements contained in its Annual Report on Form 20-F for the year ended December 31, 2020 and the notes to AstraZeneca's consolidated financial statements for certain information that may affect the comparability of results as well as material uncertainties regarding AstraZeneca's future financial condition and results of

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operations. See the section entitled "Where You Can Find Additional Information" beginning on page 185 of this proxy statement/prospectus.

 
  As of and for The Year Ended December 31  
 
  ($ millions, except number of shares and
per share information)
 
 
  2020   2019   2018   2017   2016  

Income statement data:

                               

Total revenue

    26,617     24,384     22,090     22,465     23,002  

Cost of sales

    (5,299 )   (4,921 )   (4,936 )   (4,318 )   (4,126 )

Gross profit

    21,318     19,463     17,154     18,147     18,876  

Total operating expenses

    (17,684 )   (18,080 )   (16,294 )   (16,300 )   (15,629 )

Other operating income and expense

    1,528     1,541     2,527     1,830     1,655  

Operating profit

    5,162     2,924     3,387     3,677     4,902  

Net finance expense

    (1,219 )   (1,260 )   (1,281 )   (1,395 )   (1,317 )

Share of after tax losses in associates and joint ventures

    (27 )   (116 )   (113 )   (55 )   (33 )

Profit before tax

    3,916     1,548     1,993     2,227     3,552  

Taxation

    (772 )   (321 )   57     641     (146 )

Profit for the period

    3,144     1,227     2,050     2,868     3,406  

Per share data:

                               

Basic weighted average number of ordinary shares, in millions

    1,312     1,301     1,267     1,266     1,265  

Basic earnings per share ($)

    2.44     1.03     1.70     2.37     2.77  

Balance sheet data:

                               

Assets:

                               

Non-current assets

    47,185     45,814     45,060     50,204     49,264  

Current assets

    19,544     15,563     15,591     13,150     13,262  

Total assets

    66,729     61,377     60,651     63,354     62,526  

Liabilities:

                               

Non-current liabilities

    30,784     28,664     30,315     30,329     30,601  

Current liabilities

    20,307     18,117     16,292     16,383     15,256  

Total liabilities

    51,091     46,781     46,607     46,712     45,857  

Total equity

    15,638     14,596     14,044     16,642     16,669  

Cash flow data:

                               

Net cash inflow from operating activities

    4,799     2,969     2,618     3,578     4,145  

Net cash (outflow)/inflow from investing activities

    (285 )   (657 )   963     (2,328 )   (3,969 )

Net cash outflow from financing activities

    (2,203 )   (1,765 )   (2,044 )   (2,936 )   (1,324 )

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

        The following selected unaudited pro forma condensed combined financial data was prepared using the acquisition method of accounting for business combinations under IFRS, with AstraZeneca being the accounting and legal acquirer. The following information should be read in conjunction with the respective audited consolidated financial statements of Alexion and AstraZeneca for the year ended December 31, 2020, including the respective notes thereto, which are incorporated by reference into this proxy statement/prospectus.

        The selected unaudited pro forma condensed combined statement of comprehensive income for the year ended December 31, 2020, has been prepared to give effect to the transaction as if it occurred on January 1, 2020. The selected unaudited pro forma condensed combined statement of financial position as at December 31, 2020, has been prepared to give effect to the transaction as if it had occurred on December 31, 2020.

        The selected unaudited pro forma condensed combined financial data, which is preliminary in nature, has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma combined financial information of the combined company and the accompanying notes appearing in the section entitled "Unaudited Pro forma condensed combined Financial Information." The unaudited pro forma condensed combined financial information has been presented in accordance with SEC Regulation S-X Article 11 for illustrative purposes only and is not necessarily indicative of what the combined company's financial position or results of operations actually would have been had the transaction been completed as of the dates indicated. In addition, the selected unaudited pro forma condensed combined financial data does not purport to project the future financial position or operating results of the combined company.

Unaudited Pro Forma Condensed Combined Income Statement

(in $ millions)
  For the
year ended
December 31,
2020
 

Total revenue

    32,686  

Operating profit

    371  

Profit/(loss) for the period

    (723 )

Basic earnings/(loss) per share ($)

    (0.43 )

Basic weighted average shares outstanding (millions)

    1,546  

Unaudited Pro Forma Condensed Combined Statement of Financial Position

(in $ millions)
  As of
December 31,
2020
 

Non-current assets

    84,055  

Current assets

    29,251  

Non-current liabilities

    (40,392 )

Current liabilities

    (34,373 )

Total equity

    38,541  

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

        AstraZeneca ADSs are currently listed on Nasdaq under the ticker symbol "AZN" and Alexion common stock is currently listed on Nasdaq under the ticker symbol "ALXN."

        The table below sets forth, for the periods indicated, the per share high and low sales prices for AstraZeneca ADSs as reported on Nasdaq and for Alexion common stock as reported on Nasdaq. Numbers have been rounded to the nearest whole cent.

Annual information for the past five calendar years

 
  AstraZeneca
ADSs Nasdaq
  Alexion Common
Stock Nasdaq
 
 
  High   Low   High   Low  
 
  (in US$)
  (in US$)
 

2020

    64.94     38.89     160.03     72.67  

2019

    51.23     35.30     141.86     94.59  

2018

    41.78     33.40     140.77     92.56  

2017

    35.60     26.51     149.34     96.18  

2016

    34.51     25.55     163.71     109.12  

Quarterly information for the past two years and subsequent quarters

 
  AstraZeneca
ADSs Nasdaq
  Alexion Common
Stock Nasdaq
 
 
  High   Low   High   Low  
 
  (in US$)
  (in US$)
 

2021

                         

Second Quarter (through April 7)

    49.80     48.26     154.79     151.75  

First Quarter

    54.65     46.48     162.60     146.97  

2020

                         

Fourth Quarter

    58.08     48.17     160.03     110.40  

Third Quarter

    64.94     52.39     120.81     99.91  

Second Quarter

    57.44     42.80     121.50     87.10  

First Quarter

    51.55     36.15     114.50     72.67  

2019

                         

Fourth Quarter

    51.23     42.25     116.59     94.59  

Third Quarter

    46.22     39.85     134.84     94.93  

Second Quarter

    42.08     36.83     141.86     112.86  

First Quarter

    43.30     35.30     138.32     95.16  

        The above table shows only historical data. The data may not provide meaningful information to Alexion stockholders in determining whether to adopt the merger agreement. Alexion stockholders are urged to obtain current market quotations for Alexion common stock and AstraZeneca ADSs and to review carefully the other information contained in, or incorporated by reference into, this proxy statement/prospectus, when considering whether to adopt the merger agreement. For more information, see the section entitled "Where You Can Find Additional Information."

        The following table presents the closing price per share of AstraZeneca ADSs on Nasdaq and of Alexion common stock on Nasdaq on (i) December 11, 2020, the last full trading day prior to the public announcement of the signing of the merger agreement, and (ii) April 7, 2021, the last practicable trading day prior to the mailing of this proxy statement/prospectus. This table also shows the implied value of the merger consideration payable for each share of Alexion common stock, which was

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calculated by multiplying the closing price of AstraZeneca ADSs on Nasdaq on those dates by the exchange ratio and adding the cash consideration.

Date
  AstraZeneca
ADSs Nasdaq
  Alexion Common
Stock Nasdaq
  Equivalent value of
merger
consideration per
share of Alexion
stock based on
price of
AstraZeneca ADSs
on Nasdaq
 
 
  (US$)
  (US$)
  (US$)
 

December 11, 2020

    54.27     120.98     175.29  

April 7, 2021

    48.42     152.35     162.86  

        Alexion stockholders will not receive the merger consideration until the transaction is completed, which may occur a substantial period of time after the Alexion special meeting, or not at all. There can be no assurance as to the trading prices of Alexion common stock or AstraZeneca ADSs at the time of the completion of the transaction. The market prices of Alexion common stock and AstraZeneca ADSs are likely to fluctuate prior to completion of the transaction and cannot be predicted. We urge you to obtain current market quotations for both Alexion common stock and AstraZeneca ADSs.

        The table below sets forth the dividends declared per AstraZeneca ADS and the dividends declared per share of Alexion common stock for the periods indicated.

 
  AstraZeneca   Alexion  
 
  (US$)
  (US$)
 

Year Ended December 31,

             

2020

  $ 1.40      

2019

  $ 1.40      

2018

  $ 1.40      

2017

  $ 1.40      

2016

  $ 1.40      

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UNAUDITED HISTORICAL COMPARATIVE PER SHARE DATA

        The following tables present, as of the dates and for the periods indicated, selected historical, pro forma and pro forma equivalent per share financial information for AstraZeneca ordinary shares and Alexion common stock. You should read this information in conjunction with, and the information is qualified in its entirety by (i) the consolidated financial statements of AstraZeneca and notes thereto incorporated by reference into this proxy statement/prospectus, (ii) the consolidated financial statements of Alexion and notes thereto incorporated by reference into this proxy statement/prospectus, and (iii) the financial information contained in the "Unaudited Pro forma condensed combined Financial Information" and notes thereto included elsewhere in this proxy statement/prospectus. For information about the filings incorporated by reference in this proxy statement/prospectus, see the section entitled "Where You Can Find Additional Information."

        The following pro forma information has been prepared in accordance with the rules and regulations of the SEC and accordingly includes the effects of acquisition accounting. It does not reflect cost savings, synergies or certain other adjustments that may result from the transaction. This information is presented for illustrative purposes only. You should not rely on the pro forma combined or equivalent pro forma amounts as they are not necessarily indicative of the operating results or financial position that would have occurred if the transaction had been completed as of the dates indicated, nor are they necessarily indicative of the future operating results or financial position of the combined company. The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and transaction-related costs, or other factors that may result as a consequence of the transaction and, accordingly, does not attempt to predict or suggest future results.

        The following table assumes the issuance of 235,149,198 AstraZeneca ordinary shares in connection with the transaction, which is the number of shares issuable by AstraZeneca in connection with the transaction assuming the transaction was completed on April 7, 2021 and based on the number of outstanding shares of Alexion common stock at that time. As discussed in this proxy statement/prospectus, the actual number of AstraZeneca ordinary shares issuable in the transaction will be adjusted based on the number of shares of Alexion common stock outstanding at the completion of the transaction. The pro forma data in the tables assume that the transaction occurred on January 1, 2020 for income statement purposes and on December 31, 2020 for balance sheet purposes, and that the transaction is accounted for as a business combination.

        The unaudited equivalent pro forma per share combined information for Alexion set forth below shows the effect of the transaction from the perspective of an Alexion stockholder. The information

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was calculated by multiplying the unaudited pro forma combined per share data for AstraZeneca ordinary shares by 1.06215 (the quotient obtained by dividing (i) the exchange ratio by (ii) 2.0).

 
  Year Ended December 31, 2020  
 
  (US$)
 

AstraZeneca Historical per Ordinary Share Data:

       

Net Earnings/(Loss)—basic

    2.44  

Net Earnings/(Loss)—diluted

    2.44  

Cash dividends paid

    2.72  

Book Value

    11.9  

Alexion Historical per Common Share Data:

       

Net Earnings/(Loss)—basic

    2.74  

Net Earnings/(Loss)—diluted

    2.72  

Cash dividends declared

     

Book Value

    52.9  

Unaudited Pro Forma Combined per AstraZeneca Ordinary Share Data:

       

Net (Loss)—basic

    (0.43 )

Net Earnings/(Loss)—diluted

    (0.43 )

Cash dividends paid

    2.31  

Book Value

    24.92  

Unaudited Pro Forma Combined per Alexion Equivalent Share Data:

       

Net (Loss)—basic

    (0.46 )

Net (Loss)—diluted

    (0.46 )

Cash dividends paid

    2.45  

Book Value

    26.47  

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RISK FACTORS

        You should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this proxy statement/prospectus, before making a decision on the transaction proposal, the compensation proposal or the adjournment proposal. As a holder of AstraZeneca ADSs or ordinary shares following completion of the transaction, you will be subject to all risks inherent in the business of AstraZeneca in addition to the risks relating to Alexion. The market value of your AstraZeneca ADSs or ordinary shares will reflect the performance of the business relative to, among other things, that of the competitors of AstraZeneca and Alexion and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss. You should carefully consider the following factors as well as the other information contained in and incorporated by reference into this proxy statement/prospectus. For information about the filings incorporated by reference in this proxy statement/prospectus, see the section entitled "Where You Can Find Additional Information."

Risks Relating to the Transaction

Because the market value of AstraZeneca ADSs that Alexion stockholders will receive in the transaction may fluctuate, Alexion stockholders cannot be sure of the market value of the merger consideration that they will receive in the transaction.

        As merger consideration, Alexion stockholders will receive (1) $60.00 in cash, without interest and (2) a fixed number of AstraZeneca ADSs, not a number of shares that will be determined based on a fixed market value. The market value of AstraZeneca ADSs (and the AstraZeneca ordinary shares represented thereby) and the market value of Alexion common stock at the first effective time may vary significantly from their respective values on the date that the merger agreement was executed or at other dates, such as the date of this proxy statement/prospectus, the date of the Alexion special meeting or the date of completion of the transaction. Stock price changes may result from a variety of factors, including changes in AstraZeneca's or Alexion's respective businesses, operations or prospects, regulatory considerations and general business, market, industry or economic conditions. The exchange ratio will not be adjusted to reflect any changes in the market value of AstraZeneca ADSs (and the AstraZeneca ordinary shares represented thereby), the comparative value of pounds sterling and the U.S. dollar or market value of the Alexion common stock. Therefore, the aggregate market value of the AstraZeneca ADSs that an Alexion stockholder is entitled to receive at the time that the transaction is completed could vary significantly from the value of such shares on the date of this proxy statement/prospectus, the date of the Alexion special meeting or the date on which an Alexion stockholder actually receives its AstraZeneca ADSs.

Upon completion of the transaction, Alexion stockholders will become AstraZeneca ADS holders, and the market price for AstraZeneca ADSs may be affected by factors different from those that historically have affected Alexion.

        Upon completion of the transaction, Alexion stockholders will become AstraZeneca ADS holders or AstraZeneca shareholders. AstraZeneca's businesses differ from those of Alexion, and accordingly, the results of operations of AstraZeneca will be affected by some factors that are different from those currently affecting the results of operations of Alexion. For a discussion of the businesses of Alexion and AstraZeneca and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to in the section entitled "Where You Can Find Additional Information."

Certain rights of Alexion stockholders will change as a result of the transaction.

        Upon completion of the transaction, Alexion stockholders will no longer be stockholders of Alexion, a Delaware corporation, but will be AstraZeneca ADS holders or AstraZeneca shareholders.

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AstraZeneca is a public limited company incorporated under the laws of England and Wales. There will be certain differences between your current rights as an Alexion stockholder, on the one hand, and the rights to which you will be entitled as an AstraZeneca ADS holder or AstraZeneca shareholder, on the other hand. For a more detailed discussion of the differences in the rights of Alexion stockholders and AstraZeneca shareholders, see the section entitled "Comparison of Rights of AstraZeneca Shareholders and Alexion Stockholders."

There is no assurance when or if the transaction will be completed.

        The completion of the transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the merger agreement, including, among others, (i) the adoption of the merger agreement by an affirmative vote of the holders of a majority of all of the outstanding shares of Alexion common stock entitled to vote at the Alexion special meeting, (ii) affirmative vote of at least a majority of the votes cast by holders of outstanding ordinary shares of AstraZeneca at a duly convened and held meeting of AstraZeneca's shareholders at which a quorum is present approving the transactions contemplated by the merger agreement, (iii) approval for listing on Nasdaq of the AstraZeneca ADSs (and the AstraZeneca ordinary shares represented thereby) to be issued in connection with the transaction, subject to official notice of issuance, (iv) acknowledgement by the FCA of the approval of the application for the admission of AstraZeneca ordinary shares represented by the AstraZeneca ADSs to the premium segment of the official list, (v) acknowledgement by the FCA and the LSE of the admission of the AstraZeneca ordinary shares represented by the AstraZeneca ADSs to the premium segment of the FCA's official list and to trading on the LSE's main market for listed securities,, (vi) the expiration or early termination of the applicable waiting period under the HSR Act and the receipt of required approvals or expiration of waiting periods under the antitrust and foreign investment laws of other certain specified jurisdictions, (vii) the approval by the FCA of the shareholder circular and the distribution thereof to AstraZeneca shareholders in accordance with the FCA's listing rules and the memorandum and articles of association of AstraZeneca, (viii) the absence of any law, injunction or other order that prohibits or makes illegal the completion of the transaction, (ix) effectiveness of the registration statement for the AstraZeneca ordinary shares to be issued in the transaction (of which this proxy statement/prospectus forms a part) and of the registration statement on Form F-6 relating to the AstraZeneca ADSs and the absence of any stop order suspending that effectiveness or any proceedings for that purpose pending before the SEC and (x) other customary closing conditions, including the accuracy of each party's representations and warranties (subject to specified materiality qualifiers), and each party's material compliance with its covenants and agreements contained in the merger agreement. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the transaction.

In order to complete the transaction, AstraZeneca and Alexion must obtain certain governmental approvals, and if such approvals are not granted or are granted with conditions that become applicable to the parties, completion of the transaction may be delayed, jeopardized or prevented and the anticipated benefits of the merger could be reduced.

        No assurance can be given that the required consents, orders and approvals will be obtained or that the required conditions to the completion of the transaction will be satisfied. Even if all such consents, orders and approvals are obtained and such conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents, orders and approvals. For example, these consents, orders and approvals may impose conditions on or require divestitures relating to the divisions, operations or assets of Alexion and AstraZeneca or may impose requirements, limitations or costs or place restrictions on the conduct of Alexion's or AstraZeneca's business, and if such consents, orders and approvals require an extended period of time to be obtained, such extended period of time could increase the chance that an adverse event occurs with respect to Alexion or AstraZeneca. Such

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extended period of time also may increase the chance that other adverse effects with respect to Alexion or AstraZeneca could occur, such as the loss of key personnel. Even if all necessary approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals. For more information, see the sections entitled "The Merger Proposal—Regulatory Approvals Required for the Transaction" and "The Merger Agreement—Conditions to Completion of the Transaction."

        The Alexion special meeting may take place before all of the required regulatory approvals have been obtained and before all conditions to such approvals, if any, are known. Notwithstanding the foregoing, if the merger proposal is approved by Alexion stockholders, Alexion may not be required to seek further approval of Alexion stockholders.

The combined company may not realize all of the anticipated benefits of the transaction.

        AstraZeneca and Alexion believe that the transaction will provide benefits to the combined company as described elsewhere in this proxy statement/prospectus. However, there is a risk that some or all of the expected benefits of the transaction may fail to materialize, or may not occur within the time periods anticipated by AstraZeneca and Alexion. The realization of such benefits may be affected by a number of factors, including regulatory considerations and decisions, many of which are beyond the control of AstraZeneca and Alexion. The challenge of coordinating previously independent businesses makes evaluating the business and future financial prospects of the combined company following the transaction difficult. Alexion and AstraZeneca have operated and, until completion of the transaction, will continue to operate, independently. The success of the transaction, including anticipated benefits and cost savings, will depend, in part, on the ability to successfully integrate the operations of both companies in a manner that results in various benefits, including, among other things, an expanded market reach and operating efficiencies that do not materially disrupt existing customer relationships nor result in decreased revenues or dividends due to the full or partial loss of customers. The past financial performance of each of Alexion and AstraZeneca may not be indicative of their future financial performance. The combined company will be required to devote significant management attention and resources to integrating its business practices and support functions. The diversion of management's attention and any delays or difficulties encountered in connection with the transaction and the coordination of the two companies' operations could have an adverse effect on the business, financial results, financial condition or the share price of the combined company following the transaction. The coordination process may also result in additional and unforeseen expenses.

        Failure to realize all of the anticipated benefits of the transaction may impact the financial performance of the combined company, the price of the combined company's ADSs (and the AstraZeneca ordinary shares represented thereby) and the ability of the combined company to continue paying dividends on its ordinary shares at levels per share consistent with the current dividend or at all. The declaration of dividends by the combined company will be at the discretion of its board of directors, which may determine at any time to cease paying dividends, lower the dividend level per share or not increase the dividend level per share.

The announcement and pendency of the transaction could adversely affect each of Alexion's and AstraZeneca's business, results of operations and financial condition.

        The announcement and pendency of the transaction could cause disruptions in and create uncertainty surrounding Alexion's and AstraZeneca's business, including affecting Alexion's and AstraZeneca's relationships with its existing and future customers, suppliers and employees, which could have an adverse effect on Alexion's or AstraZeneca's business, results of operations and financial condition, regardless of whether the transaction is completed. In particular, Alexion and AstraZeneca could potentially lose important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the transaction. Alexion and AstraZeneca could also potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or decreased. In

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addition, each of Alexion and AstraZeneca has expended, and continues to expend, significant management resources in an effort to complete the transaction, which are being diverted from Alexion's and AstraZeneca's day-to-day operations.

        If the transaction is not completed, Alexion's and AstraZeneca's stock prices may fall to the extent that the current prices of Alexion common stock and AstraZeneca ADS (and the AstraZeneca ordinary shares represented thereby) reflect a market assumption that the transaction will be completed. In addition, the failure to complete the transaction may result in negative publicity or a negative impression of Alexion in the investment community and may affect Alexion's and AstraZeneca's relationship with employees, customers, suppliers and other partners in the business community.

Alexion and AstraZeneca will incur substantial transaction fees and costs in connection with the transaction.

        Alexion and AstraZeneca have incurred and expect to incur additional material non-recurring expenses in connection with the transaction and completion of the transactions contemplated by the merger agreement, including costs relating to obtaining required approvals and compensation change in control payments. Alexion and AstraZeneca have incurred significant financial services, accounting, tax and legal fees in connection with the process of negotiating and evaluating the terms of the transaction. Additional significant unanticipated costs may be incurred in the course of coordinating the businesses of Alexion and AstraZeneca after completion of the transaction. Even if the transaction is not completed, Alexion and AstraZeneca will need to pay certain costs relating to the transaction incurred prior to the date the transaction was abandoned, such as financial advisory, accounting, tax, legal, filing and printing fees. Such costs may be significant and could have an adverse effect on the parties' future results of operations, cash flows and financial condition. In addition to its own fees and expenses, in the event the Alexion stockholders do not approve the matters required to be voted upon, and the merger agreement is terminated, Alexion may be required to pay an amount equal to $270 million to AstraZeneca. In addition to its own fees and expenses, in the event the AstraZeneca shareholders do not approve the matters required to be voted upon, and the merger agreement is terminated, AstraZeneca may be required to pay an amount equal to $1.415 billion to Alexion. For more information, see the section entitled "The Merger Agreement—Termination Payments and Expenses."

The unaudited pro forma condensed combined financial information of Alexion and AstraZeneca is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of the combined company following the transaction.

        The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus has been prepared using the consolidated historical financial statements of AstraZeneca and Alexion, is presented for illustrative purposes only and should not be considered to be an indication of the results of operations or financial condition of the combined company following the transaction. In addition, the pro forma combined financial information included in this proxy statement/prospectus is based in part on certain assumptions regarding the transaction. These assumptions may not prove to be accurate, and other factors may affect the combined company's results of operations or financial condition following the transaction. Accordingly, the historical and pro formafinancial information included in this proxy statement/prospectus does not necessarily represent the combined company's results of operations and financial condition had Alexion and AstraZeneca operated as a combined entity during the periods presented, or of the combined company's results of operations and financial condition following completion of the transaction. The combined company's potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by recently combined companies.

        In preparing the pro forma financial information contained in this proxy statement/prospectus, AstraZeneca has given effect to, among other items, the completion of the transaction, the payment of the merger consideration and the indebtedness of AstraZeneca on a consolidated basis after giving

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effect to the transaction, including the indebtedness of Alexion. The unaudited pro forma financial information does not reflect all of the costs that are expected to be incurred by Alexion and AstraZeneca in connection with the transaction. For more information, see the section entitled "Unaudited Pro forma condensed combined Financial Information," including the notes thereto.

The substantial additional indebtedness that AstraZeneca will incur in connection with the transaction could adversely affect AstraZeneca's, and following consummation of the transaction, the combined company's, financial position, including by decreasing AstraZeneca's, and following consummation of the transaction, the combined company's, business flexibility and resulting in a reduction of AstraZeneca's, and following consummation of the transaction, the combined company's credit rating.

        Following consummation of the transaction, the combined company will have substantially increased borrowings compared to AstraZeneca's historical level of borrowings. AstraZeneca's consolidated borrowings were US$20.4 billion as at December 31, 2020. The combined company's pro forma borrowings as at December 31, 2020, if the transaction had been completed on December 31, 2020, would have been approximately US$37.3 billion, of which US$16.7 billion would have been at variable rates of interest as at December 31, 2020.

        AstraZeneca expects to incur up to US$17.5 billion of additional debt in connection with the transaction, as a result of financing to complete the transaction and to refinance debt assumed in the transaction. This increased level of borrowings could have the effect, among other things, of reducing the combined company's flexibility to respond to changing business and economic conditions and will have the effect of increasing the combined company's interest expense. In addition, the amount of cash required to service the combined company's increased borrowing levels and increased aggregate dividends following consummation of the transaction and thus the demands on the combined company's cash resources will be greater than the amount of cash flows required to service AstraZeneca's borrowings and pay dividends prior to the transaction. The increased levels of borrowings and dividends following consummation of the transaction could also reduce funds available for the combined company's investments in research and development and capital expenditures and other activities and may create competitive disadvantages for the combined company relative to other companies with lower debt levels.

        AstraZeneca's credit rating impacts the cost and availability of future borrowings and, accordingly, AstraZeneca's cost of capital. AstraZeneca's credit rating reflects each credit rating organization's opinion of AstraZeneca's financial and business strength, operating performance and ability to meet AstraZeneca's debt obligations. If AstraZeneca's credit rating is reduced, AstraZeneca may not be able to sell additional debt securities, borrow money, refinance the transaction facilities if drawn or establish alternatives to the transaction facilities in the amounts, at the times or interest rates or upon the more favourable terms and conditions that might be available if AstraZeneca's current credit rating is maintained.

        In addition, future borrowings under circumstances in which the combined company's debt is rated below investment grade may contain further restrictions that impose significant restrictions on the way the combined company operates following the transaction.

AstraZeneca or Alexion may waive one or more of the closing conditions without re-soliciting shareholder approval or stockholder approval, respectively.

        Certain conditions to AstraZeneca and Alexion's obligations, respectively, to complete the transaction may be waived, in whole or in part, to the extent legally permissible, either unilaterally or by agreement of AstraZeneca and Alexion. In the event that any such waiver does not require resolicitation of AstraZeneca's shareholders or an amendment of this proxy statement/prospectus or any re-solicitation of proxies or voting cards, as applicable, the parties will have the discretion to

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complete the transaction without seeking further approval of AstraZeneca shareholders or Alexion stockholders, as applicable.

The opinion of Alexion's financial advisor rendered to Alexion's Board of Directors does not reflect changes in circumstances between the signing of the merger agreement and the completion of the transaction.

        Alexion's board of directors has received an opinion from BofA Securities, Inc. dated December 11, 2020, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in BofA Securities' written opinion, the merger consideration to be received in the transaction by holders of Alexion common stock was fair, from a financial point of view, to such holders, but has not obtained an updated opinion as of the date of this proxy statement/prospectus. Changes in the operations and prospects of AstraZeneca or Alexion, general market and economic conditions and other factors that may be beyond the control of AstraZeneca or Alexion, and on which the forecasts and assumptions used by Alexion's financial advisors in connection with rendering its opinion may have been based, may significantly alter the value of AstraZeneca or Alexion or the prices of the AstraZeneca ADSs (and the AstraZeneca ordinary shares represented thereby) or of the shares of Alexion common stock by the time the transaction is completed. The opinion did not speak as of the time the transaction will be completed or as of any date other than the date of such opinion and Alexion's board of directors does not anticipate asking its financial advisor to update its opinion. The Alexion Board's recommendation that Alexion stockholders vote "FOR" approval of the merger proposal, "FOR" the non-binding compensation advisory proposal and "FOR" the adjournment proposal, however, is made as of the date of this proxy statement/prospectus.

        For a description of the opinion that Alexion's board of directors received from its financial advisor, see the section entitled "The Merger Proposal—Opinion of Alexion's Financial Advisor." A copy of the opinion of BofA Securities, Inc., Alexion's financial advisor, is attached as Annex B to this proxy statement/prospectus and is incorporated by reference herein in its entirety.

While the merger agreement is in effect, Alexion, AstraZeneca and their respective subsidiaries' businesses are subject to restrictions on their business activities.

        Under the merger agreement, Alexion, AstraZeneca and their respective subsidiaries have agreed to certain restrictions on the conduct of their respective businesses and generally must operate their respective businesses in the ordinary course prior to completing the transaction (unless Alexion or AstraZeneca obtains the other's consent, as applicable, which is not to be unreasonably withheld, conditioned or delayed), which may restrict Alexion's and AstraZeneca's ability to exercise certain of their respective business strategies. These restrictions may prevent Alexion and AstraZeneca from pursuing otherwise attractive business opportunities, making certain investments or acquisitions, selling assets, engaging in capital expenditures in excess of certain agreed limits, continuing share repurchase programs, incurring indebtedness or making changes to Alexion's and AstraZeneca's respective businesses prior to the completion of the transaction or termination of the merger agreement, as applicable. These restrictions could have an adverse effect on Alexion's and AstraZeneca's respective businesses, financial results, financial condition or stock price.

        In addition, the merger agreement prohibits Alexion and AstraZeneca from (i) soliciting, initiating, knowingly facilitating or knowingly encouraging, subject to certain exceptions set forth in the merger agreement, any inquiry or the making or submission of any proposal or offer that constitutes an acquisition proposal (as defined for each party in the merger agreement), (ii) (A) entering into or participating in any discussions or negotiations regarding, (B) furnishing to any third party any information, or (C) otherwise assisting, participating in, knowingly facilitating or knowingly encouraging any third party, in each case, in connection with or for the purpose of knowingly encouraging or facilitating, an acquisition proposal, or (iii) approving, recommending or entering into (or publicly or

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formally proposing to approve, recommend or enter into), any letter of intent or similar document, agreement, commitment or agreement in principle with respect to an acquisition proposal. Alexion may be required to pay AstraZeneca a termination payment of $1.180 billion if the merger agreement is terminated under the circumstances specified in the merger agreement, and AstraZeneca may be required to pay Alexion a termination payment of $1.415 billion if the merger agreement is terminated under the circumstances specified in the merger agreement.

        These provisions may limit Alexion's ability to pursue offers from third parties that could result in greater value to Alexion stockholders than the merger consideration. The termination payment may also discourage third parties from pursuing an alternative acquisition proposal with respect to Alexion.

AstraZeneca expects to refinance its credit facilities entered into for the purpose of the transaction but cannot guarantee that it will be able to obtain new financing on terms acceptable to it or at all.

        AstraZeneca anticipates that the funds needed to complete the transaction will be derived from a combination of some or all of: (i) cash on hand; (ii) borrowings under the credit facilities which have been entered into for the purpose of the transaction, its existing credit facilities and/or new credit facilities; and (iii) the proceeds from the sale of new debt securities and the issuance of any commercial paper. While AstraZeneca intends to refinance the credit facilities it has entered into for the purpose of the transaction, AstraZeneca's ability to obtain any new debt financing will depend on, among other factors, prevailing market conditions and other factors beyond AstraZeneca's control. AstraZeneca cannot assure you that it will be able to obtain new debt financing on terms acceptable to it or at all on or before the maturity date of its existing credit facilities, and therefore any such failure to refinance could materially adversely affect its operations and financial condition. AstraZeneca's obligation to complete the transaction is not conditioned upon the receipt of any financing.

The termination of the merger agreement could negatively impact Alexion.

        If the transaction is not completed for any reason, including as a result of Alexion stockholders failing to approve the transaction proposal, the ongoing businesses of Alexion may be adversely affected and, without realizing any of the anticipated benefits of having completed the transaction, Alexion would be subject to a number of risks, including the following:

Alexion may experience negative reactions from the financial markets, including a decline of its stock price (which may reflect a market assumption that the transaction will be completed);

Alexion may experience negative reactions from the investment community, its customers, suppliers, distributors, regulators and employees and other partners in the business community;

Alexion may be required to pay certain costs relating to the transaction, whether or not the transaction is completed; and

matters relating to the transaction will have required substantial commitments of time and resources by Alexion management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Alexion had the transaction not been contemplated.

        If the merger agreement is terminated and the Alexion board of directors seeks another merger, business combination or other transaction, Alexion stockholders cannot be certain that Alexion will find a party willing to offer equivalent or more attractive consideration than the merger consideration Alexion stockholders would receive from AstraZeneca in the transaction. If the merger agreement is terminated under the circumstances specified in the merger agreement, Alexion may be required to pay AstraZeneca a termination payment of $1.180 billion or a payment of $270 million or reimburse AstraZeneca for its expenses incurred in connection with the merger agreement, depending on the circumstances surrounding the termination. If the merger agreement is terminated under the

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circumstances specified in the merger agreement, AstraZeneca may also be required to pay Alexion a termination payment of $1.415 billion. If an expense reimbursement is paid by Alexion or AstraZeneca and the Alexion termination payment or AstraZeneca termination payment subsequently becomes due, then the amount of the Alexion or AstraZeneca termination payment, as applicable, will be reduced by the amount of reimbursement expenses previously paid.

        See the section entitled "The Merger Agreement—Termination of the Merger Agreement" for a more complete discussion of the circumstances under which the merger agreement could be terminated and when the termination payment and, with respect to Alexion, the no vote payment, may be payable by Alexion or AstraZeneca, as applicable.

Directors and executive officers of Alexion have interests in the transaction that may differ from the interests of Alexion stockholders generally, including, if the transaction is completed, the receipt of financial and other benefits.

        In considering the recommendation of the Alexion board of directors, you should be aware that Alexion's directors and executive officers have interests in the transaction that are different from, or in addition to, those of Alexion stockholders generally. These interests may include, among others, the treatment of outstanding Alexion equity awards pursuant to the merger agreement, the payment of severance benefits and acceleration of outstanding Alexion equity awards upon certain terminations of employment, and the combined company's agreement to indemnify Alexion directors and executive officers against certain claims and liabilities. These interests are described in more detail in the section entitled "The Merger Proposal—Interests of Alexion's Directors and Executive Officers in the Transaction."

Except in specified circumstances, if the transaction is not completed by December 12, 2021, subject to extension in specified circumstances by either Alexion or AstraZeneca to March 12, 2022, either Alexion or AstraZeneca may choose not to proceed with the transaction.

        Either Alexion or AstraZeneca may terminate the merger agreement if the transaction has not been completed by December 12, 2021. However, this right to terminate the merger agreement will not be available to Alexion or AstraZeneca if the failure of such party to perform any of its obligations under the merger agreement has been the proximate cause of or resulted in the failure of the transaction to be completed on or before such time. The December 12, 2021 deadline is subject to an extension for an additional 90 day period by Alexion or AstraZeneca to March 12, 2022, if at the time of any such extension all closing conditions (other than the closing conditions with respect to receipt of HSR Act clearance and approvals under the antitrust and foreign investment laws of certain specified jurisdictions or there being no injunction or order enjoining, preventing or prohibiting the consummation of the transaction, if such injunction or order relates to antitrust laws) have been satisfied or waived. For more information, see the section entitled "The Merger Agreement—Termination of the Merger Agreement."

There may be less publicly available information concerning AstraZeneca than there is for issuers that are not foreign private issuers because, as a foreign private issuer, AstraZeneca is exempt from a number of rules under the Exchange Act and is permitted to file less information with the SEC than issuers that are not foreign private issuers and AstraZeneca, as a foreign private issuer, is permitted to follow home country practice in lieu of the listing requirements of Nasdaq, subject to certain exceptions.

        As a foreign private issuer under the Exchange Act, AstraZeneca is exempt from certain rules under the Exchange Act, and is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. In addition, AstraZeneca is exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the

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Exchange Act. The members of the AstraZeneca management board, officers and principal shareholders are exempt from the reporting and "short-swing" profit recovery provisions of Section 16 of the Exchange Act. Accordingly, there may be less publicly available information concerning AstraZeneca than there is for companies whose securities are registered under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies. In addition, certain information may be provided by AstraZeneca in accordance with English law, which may differ in substance or timing from such disclosure requirements under the Exchange Act. Further, as a foreign private issuer, under Nasdaq rules AstraZeneca is subject to less stringent corporate governance requirements. Subject to certain exceptions, the rules of Nasdaq permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of Nasdaq, including, for example, certain internal controls as well as board, committee and director independence requirements. AstraZeneca is required to disclose any significant ways in which its corporate governance practices differ from those followed by U.S. domestic companies under Nasdaq listing standards in its annual report on Form 20-F filed with the SEC or on its website. Accordingly, you may not have the same protections afforded to shareholders of companies that are required to comply with all of the Nasdaq corporate governance requirements.

AstraZeneca is organized under the laws of England and Wales and a substantial portion of its assets are, and many of its directors and officers reside, outside of the United States. As a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the United States against AstraZeneca or AstraZeneca's directors and members of the AstraZeneca board.

        AstraZeneca is organized under the laws of England and Wales. A substantial portion of AstraZeneca's assets are located outside the United States, and many of AstraZeneca's directors and officers and some of the experts named in this proxy statement/prospectus are residents of jurisdictions outside of the United States and the assets of such persons may be located outside of the United States. As a result, it may be difficult for investors to effect service within the United States upon AstraZeneca and those directors, officers and experts, or to enforce judgments obtained in U.S. courts against AstraZeneca or such persons either inside or outside of the United States, or to enforce in U.S. courts judgments obtained against AstraZeneca or such persons in courts in jurisdictions outside the United States, in any action predicated upon the civil liability provisions of the federal securities laws of the United States.

        There is no certainty that civil liabilities predicated solely upon the federal securities laws of the United States can be enforced in England, whether by original action or by seeking to enforce a judgment of U.S. courts. In addition, punitive damages awards in actions brought in the United States or elsewhere may be unenforceable in England.

Resales of AstraZeneca ADSs following the transaction may cause the market value of AstraZeneca ADSs to decline.

        AstraZeneca expects that it will issue up to approximately 235,149,198 AstraZeneca ordinary shares at the first effective time in connection with the transaction. The issuance of these new AstraZeneca ordinary shares and the new AstraZeneca ADSs by which those AstraZeneca ordinary shares are represented, and the sale of additional AstraZeneca ADSs that may become eligible for sale in the public market from time to time (and the AstraZeneca ordinary shares represented thereby) could have the effect of depressing the market value for AstraZeneca ADSs (and the AstraZeneca ordinary shares represented thereby). The increase in the number of AstraZeneca ADSs may lead to sales of such AstraZeneca ADSs or the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, AstraZeneca ADSs.

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The market value of AstraZeneca ADSs may decline as a result of the transaction.

        The market value of AstraZeneca ADSs may decline as a result of the transaction if, among other things, the combined company is unable to achieve the expected growth in revenues and earnings, or if the operational cost savings estimates in connection with the integration of Alexion's and AstraZeneca's businesses are not realized or if the transaction costs related to the transaction are greater than expected. The market value also may decline if the combined company does not achieve the perceived benefits of the transaction as rapidly or to the extent anticipated by the market or if the effect of the transaction on the combined company's financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

The AstraZeneca ADSs and AstraZeneca ordinary shares have different rights from the shares of Alexion common stock.

        Certain of the rights associated with Alexion common stock are different from the rights associated with AstraZeneca ordinary shares. See the section of this proxy statement/prospectus entitled "Comparison of Rights of AstraZeneca Shareholders and Alexion Stockholders" for a discussion of the different rights associated with AstraZeneca ordinary shares and Alexion common stock. In addition, holders of AstraZeneca ADSs will be able to exercise the shareholder rights for the AstraZeneca ordinary shares represented by such AstraZeneca ADSs through the depositary bank, only to the extent contemplated by the deposit agreement. For more information, see the description of AstraZeneca ADSs contained in its annual report on Form 20-F, filed February 16, 2021, and which is incorporated into this document by reference, for a discussion of the terms of the AstraZeneca ADSs and the material rights of owners of AstraZeneca ADSs.

        In particular, the laws of England and Wales, the jurisdiction in which AstraZeneca is incorporated, limit the circumstances under which shareholders of a company may bring derivative actions on behalf of that company. In most cases, only the corporation may be the claimant or plaintiff for the purposes of maintaining proceedings in respect of any wrongful act committed against it and the permission of the court is required to maintain any derivative action, which is able to be brought by shareholders. In addition, the laws of England and Wales do not afford appraisal rights to dissenting shareholders in the form typically available to shareholders of a U.S. corporation. English law also requires that shareholders approve certain capital structure decisions (including the allotment and issuance of shares, the exclusion of preemptive rights and share repurchases), which may limit AstraZeneca's flexibility to manage its capital structure.

        In addition, only registered holders of AstraZeneca ordinary shares are afforded the rights of shareholders under English law and the AstraZeneca articles of association. Because the depositary bank holds the AstraZeneca ordinary shares represented by AstraZeneca ADSs through a custodian which is a participant in the CREST securities settlement system, and CREST or its nominee is the registered holder of the AstraZeneca ordinary shares represented by AstraZeneca ADSs, the holders of AstraZeneca ADSs must rely on the depositary bank to exercise the rights of a shareholder via its custodian and CREST.

        Holders of AstraZeneca ADSs are entitled to present AstraZeneca ADSs to the depositary bank for cancellation and withdraw the corresponding number of underlying AstraZeneca ordinary shares, but would be responsible for fees relating to such exchange. Fees and charges are also payable by AstraZeneca ADS holders in relation of certain other depositary services.

Current AstraZeneca shareholders and Alexion stockholders will have a reduced ownership and voting interest after the transaction and will exercise less influence over the management of the combined company.

        Upon completion of the transaction, AstraZeneca expects to issue approximately 470,298,395 AstraZeneca ADSs to Alexion stockholders pursuant to the merger agreement. As a result, it is

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expected that, immediately after completion of the transaction, former Alexion stockholders will own approximately 15.2% of the outstanding AstraZeneca ordinary shares. In addition, AstraZeneca ordinary shares may be issued from time to time following the first effective time to holders of Alexion equity awards on the terms set forth in the merger agreement. See the section of this proxy statement/prospectus entitled "The Merger Agreement—Treatment of Alexion Equity Awards" for a more detailed explanation. Consequently, current AstraZeneca shareholders in the aggregate will have less influence over the management and policies of AstraZeneca than they currently have over the management and policies of AstraZeneca, and Alexion stockholders in the aggregate will have significantly less influence over the management and policies of AstraZeneca than they currently have over the management and policies of Alexion.

Alexion and AstraZeneca are targets of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the transaction from being completed.

        As at the date of this document, nine securities or stockholder derivative lawsuits have been brought against Alexion, its Board of Directors, and in some cases, AstraZeneca by individual Alexion stockholders. Such lawsuits are often brought against companies that have entered into merger agreements. Defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the transaction, then that injunction may delay or prevent the transaction from being completed. Given the early stage of the nine existing proceedings, it is not possible to predict the outcome or to estimate possible loss or range of loss. For information regarding these class actions, see the section of this proxy statement/prospectus entitled "The Merger Proposal—Litigation Relating to the Transaction."

The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company's business and operations.

        The combined company may be exposed to increased litigation from stockholders, customers, suppliers, consumers and other third parties due to the combination of AstraZeneca's business and Alexion's business following the transaction. Such litigation may have an adverse impact on the combined company's business and results of operations or may cause disruptions to the combined company's operations.

If the transaction is not treated as a "reorganization" for U.S. federal income tax purposes, or if the requirements of Section 367(a) of the Code are not met, Alexion stockholders may be required to recognize a greater amount of gain for U.S. federal income tax purposes at the time they exchange shares of Alexion common stock for the merger consideration.

        Although Alexion expects to receive a tax opinion from Wachtell, Lipton, Rosen & Katz, special counsel to Alexion, or Freshfields Bruckhaus Deringer US LLP, counsel to AstraZeneca, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the transaction will qualify as a "reorganization" within the meaning of Section 368(a) of the Code and that Section 367(a)(1) of the Code will not generally apply to cause the transaction to result in gain recognition to Alexion stockholders, neither AstraZeneca nor Alexion has applied for, or expects to obtain, a ruling from the IRS with respect to the U.S. federal income tax consequences of the transaction. No assurance can be given that the IRS will agree with the conclusions reached in such opinion or that it will not challenge the U.S. federal income tax consequences of the transaction. If the transaction does not qualify as a reorganization for U.S. federal income tax purposes, it will generally be treated as a fully taxable transaction for such purposes and U.S. Holders will recognize gain or loss on their exchange of their shares of Alexion common stock for merger consideration. If the transaction does qualify as a reorganization but does not satisfy the requirements of Section 367(a)(1) of the Code,

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U.S. Holders will be required to recognize the full amount of any gain, but not loss, on their exchange of their shares of Alexion common stock for merger consideration. Non-U.S. Holders also may, in certain circumstances, be subject to U.S. federal income and/or withholding tax if the transaction does not qualify as a reorganization.

        For a more detailed discussion of the material U.S. federal income tax consequences of the transaction to U.S. Holders and Non-U.S. Holders, see the section entitled "Material U.S. Federal Income Tax Consequences."

The transaction may affect the application of new or existing tax rules to AstraZeneca and its subsidiaries (which will include Alexion and which we refer to as the "AstraZeneca group") which could result in a material impact on the AstraZeneca group's cash tax liabilities and tax charge.

        Changes in tax regimes, such as those proposed by the new administration in the United States that include raising the corporate tax rate and raising the tax rate on global intangible low-taxed income, could result in a material impact on the cash tax liabilities and tax charge of the AstraZeneca group (which will include Alexion) . The AstraZeneca group will have a greater presence in the United States following the acquisition of Alexion than the existing AstraZeneca group which means that these changes could have a more significant impact. Such an impact could also arise from changes in the application of existing tax rules, such as the UK's controlled foreign company regime, to the AstraZeneca group as a result of the transaction. In either case, this could result in either an increase or a reduction in financial results depending upon the nature of the change.

AstraZeneca and Alexion may have difficulty attracting, motivating and retaining executives and other key employees in light of the transaction.

        AstraZeneca's success after the transaction will depend in part on the ability of AstraZeneca to retain key executives and other employees of Alexion. Uncertainty about the effect of the transaction on AstraZeneca and Alexion employees may have an adverse effect on each of AstraZeneca and Alexion separately and consequently the combined company. This uncertainty may impair AstraZeneca's and/or Alexion's ability to attract, retain and motivate key personnel. Employee retention may be particularly challenging during the pendency of the transaction, as employees of AstraZeneca and Alexion may experience uncertainty about their future roles in the combined company.

        Additionally, Alexion's officers and employees may hold shares of Alexion common stock, and, if the transaction is completed, these officers and employees may be entitled to the merger consideration in respect of such shares of Alexion common stock. Under agreements between Alexion and certain of its key employees, such employees could potentially resign from employment on or after the first effective time following specified circumstances constituting good reason or constructive termination (as set forth in the applicable agreement) that could result in severance payments to such employees and accelerated vesting of their equity awards. These payments and accelerated vesting benefits, individually or in the aggregate, could make retention of Alexion key employees more difficult.

        Furthermore, if key employees of AstraZeneca or Alexion depart or are at risk of departing, including because of issues relating to the uncertainty and difficulty of integration, financial security or a desire not to become employees of the combined company, AstraZeneca may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent, and the combined company's ability to realize the anticipated benefits of the transaction may be materially and adversely affected. No assurance can be given that the combined company will be able to attract or retain key employees to the same extent that Alexion has been able to attract or retain employees in the past.

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The merger agreement contains provisions that make it more difficult for AstraZeneca and Alexion to pursue alternatives to the transaction and may discourage other companies from trying to acquire Alexion for greater consideration than what AstraZeneca has agreed to pay.

        The merger agreement contains provisions that make it more difficult for Alexion to sell its business to a party other than AstraZeneca, or for AstraZeneca to sell its business. These provisions include a general prohibition on each party soliciting any acquisition proposal. Further, there are only limited exceptions to each party's agreement that its board of directors will not withdraw or modify in a manner adverse to the other party the recommendation of its board of directors in favor of the adoption of the merger agreement. In the event that either the Alexion Board or the AstraZeneca Board make an adverse recommendation change, then Alexion and AstraZeneca may be required to pay to the other party a termination payment of $1.180 billion and $1.415 billion, respectively. See "The Merger Agreement—No Solicitation" and "The Merger Agreement—Termination Payments and Expenses" beginning on pages 123 and 134, respectively, of this proxy statement/prospectus.

        The parties believe these provisions are reasonable and not preclusive of other offers, but these restrictions might discourage a third party that has an interest in acquiring all or a significant part of either Alexion or AstraZeneca from considering or proposing an acquisition proposal, even if that party were prepared to pay consideration with a higher per-share value than the currently proposed merger consideration, in the case of Alexion, or that party were prepared to enter into an agreement that may be favorable to AstraZeneca or its shareholders, in the case of AstraZeneca. Furthermore, the termination payments described above may result in a potential competing acquirer proposing to pay a lower per-share price to acquire the applicable party than it might otherwise have proposed to pay because of the added expense of the termination payment that may become payable by such party in certain circumstances.

The financial forecasts are based on various assumptions that may not be realized.

        The financial estimates set forth in the forecasts included under the section "The Merger Proposal—Alexion Unaudited Prospective Financial Information" were based on assumptions of, and information available to, Alexion's management when prepared and these estimates and assumptions are subject to uncertainties, many of which are beyond Alexion's control and may not be realized. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this "Risk Factors" section and the events or circumstances described under "Cautionary Statement Regarding Forward-Looking Statements," will be important in determining the combined company's future results. As a result of these contingencies, actual future results may vary materially from the estimates. In view of these uncertainties, the inclusion of financial estimates in this proxy statement is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

        Alexion's financial estimates set forth in the forecasts included under the sections "The Merger Proposal—Alexion Unaudited Prospective Financial Information" were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and Alexion does not undertake any obligation, other than as required by applicable law, to update the financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances. The prospective financial information included in this document has been prepared by, and is the responsibility of, Alexion management. PricewaterhouseCoopers LLP, US and PricewaterhouseCoopers LLP, UK have not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information included under the section "The Merger Proposal Alexion Unaudited Prospective Financial Information" and, accordingly, PricewaterhouseCoopers LLP, US and PricewaterhouseCoopers LLP, UK do not express an opinion or any other form of assurance with respect thereto.

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PricewaterhouseCoopers LLP, US and PricewaterhouseCoopers LLP, UK reports incorporated by reference in this document relates to the previously issued financial statements. It does not extend to the prospective financial information and should not be read to do so. See "The Merger Proposal—Alexion Unaudited Prospective Financial Information" beginning on page 75 for more information.

Exchange rate fluctuations may adversely affect the foreign currency value of AstraZeneca ADSs and any dividends.

        AstraZeneca ordinary shares are quoted in pounds sterling on the LSE and AstraZeneca ADS are quoted in U.S. dollars on the Nasdaq. Dividends in respect of AstraZeneca ordinary shares, if any, will be declared in U.S. dollars. AstraZeneca's financial statements are prepared in U.S. dollars. Fluctuations in the exchange rate between the U.S. dollar and pounds sterling will affect, among other matters, the pounds sterling value of AstraZeneca ordinary shares and of any dividends in respect of such shares.

Risks Related to Alexion's Business

        You should read and consider the risk factors specific to Alexion's business that will also affect the combined company after completion of the transaction. These risks are described in Alexion's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which is incorporated by reference into this proxy statement/prospectus, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find Additional Information" for the location of information incorporated by reference into this proxy statement/prospectus.

Risks Related to AstraZeneca's Business

        You should read and consider the risk factors specific to AstraZeneca's business that will also affect the combined company after completion of the merger. These risks are described in AstraZeneca's Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which is incorporated by reference into this proxy statement/prospectus, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find Additional Information" for the location of information incorporated by reference into this proxy statement/prospectus.

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THE ALEXION SPECIAL MEETING

        This proxy statement/prospectus is being provided to Alexion stockholders in connection with the solicitation of proxies by the Alexion board of directors for use at the Alexion special meeting and at any adjournments or postponements of the Alexion special meeting. Alexion stockholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement.

Date, Time and Place of the Alexion Special Meeting

        The Alexion special meeting is scheduled to be held virtually via the Internet on May 11, 2021, beginning at 9:00 a.m., Eastern Time, unless postponed to a later date.

        In light of ongoing developments with respect to the COVID-19 (coronavirus) pandemic, Alexion has elected to hold the Alexion special meeting solely by means of remote communication (via the Internet). The Alexion special meeting will be held solely via live webcast and there will not be a physical meeting location. Alexion stockholders will be able to attend the Alexion special meeting online and vote their shares electronically by visiting www.virtualshareholdermeeting.com/ALXN2021SM (which we refer to as the "special meeting website"). Alexion stockholders will need the 16-digit control number found on their proxy card in order to access the special meeting website.

        Alexion will entertain questions at the Alexion special meeting in accordance with the rules of conduct for the meeting to the extent that the question posed by a stockholder are relevant to the Alexion special meeting and the proposals presented. Any questions or comments that are unrelated to the business of the Alexion special meeting will not be addressed at the meeting.

Matters to Be Considered at the Alexion Special Meeting

        The purpose of the Alexion special meeting is to consider and vote on each of the following proposals, each of which is further described in this proxy statement/prospectus:

Proposal 1:  Adoption of the Merger Agreement. To consider and vote on the merger proposal;

Proposal 2:  Approval, on an Advisory (Non-Binding) Basis, of Certain Merger-Related Compensatory Arrangements with Alexion's Named Executive Officers. To consider and vote on the compensation proposal; and

Proposal 3:  Adjournment of the Alexion Special Meeting. To consider and vote on the adjournment proposal.

Recommendation of the Alexion Board of Directors

        The Alexion board of directors unanimously recommends that Alexion stockholders vote:

Proposal 1:  "FOR" the merger proposal;

Proposal 2:  "FOR" the compensation proposal; and

Proposal 3:  "FOR" the adjournment proposal.

        After careful consideration, the Alexion board of directors unanimously (1) determined that the merger agreement and the transactions contemplated by the merger agreement, including the transaction, are fair to, and in the best interests of, Alexion and its stockholders; (2) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the transaction; (3) directed that the adoption of the merger agreement be submitted to a

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vote at a meeting of the Alexion stockholders; and (4) resolved to recommend adoption of the merger agreement by the Alexion stockholders.

        See also the section entitled "The Merger Proposal—Recommendation of the Alexion Board of Directors; Alexion's Reasons for the Transaction" beginning on page 59.

Record Date for the Alexion Special Meeting and Voting Rights

        The record date to determine stockholders who are entitled to receive notice of and to vote at the Alexion special meeting or any adjournments or postponements thereof is March 30, 2021. As of the close of business on the record date, there were 220,912,612 shares of Alexion common stock issued and outstanding and entitled to vote at the Alexion special meeting.

        Each Alexion stockholder is entitled to one vote for each share of Alexion common stock such holder owned of record at the close of business on the record date with respect to each matter properly brought before the Alexion special meeting. Only Alexion stockholders of record at the close of business on the record date are entitled to receive notice of and to vote at the Alexion special meeting and any and all adjournments or postponements thereof.

Quorum; Abstentions and Broker Non-Votes

        A quorum of Alexion stockholders is necessary to conduct the Alexion special meeting. The presence, via the special meeting website or by proxy, of the holders of a majority of the shares of Alexion common stock entitled to vote at the Alexion special meeting will constitute a quorum. Shares of Alexion common stock represented at the Alexion special meeting by attendance via the special meeting website or by proxy and entitled to vote, but not voted, including shares for which a stockholder directs an "abstention" from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the Alexion special meeting are considered "non-routine" matters under NYSE and Nasdaq rules (as described below), shares held in "street name" will not be counted as present for the purpose of determining the existence of a quorum unless the stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals before the Alexion special meeting. If a quorum is not present, the Alexion special meeting will be adjourned or postponed until the holders of the number of shares of Alexion common stock required to constitute a quorum attend.

        Under the NYSE and Nasdaq rules, banks, brokers or other nominees who hold shares in "street name" on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain "routine" proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to matters that under the NYSE or Nasdaq rules, as applicable, are "non-routine." This can result in a "broker non-vote," which occurs on an item when (1) a bank, broker or other nominee has discretionary authority to vote on one or more "routine" proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other "non-routine" proposals without instructions from the beneficial owner of the shares and (2) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a "non-routine" matter. All of the proposals before the Alexion special meeting are considered "non-routine" matters under the NYSE and Nasdaq rules, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the meeting. As a result, Alexion does not expect any broker non-votes at the Alexion special meeting and if you hold your shares of Alexion common stock in "street name," your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to

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vote on any of the proposals before the Alexion special meeting unless they have received voting instructions from the beneficial owners.

Required Votes

        Except for the adjournment proposal, the vote required to approve each of the proposals listed below assumes the presence of a quorum at the Alexion special meeting. As described above, Alexion does not expect there to be any broker non-votes at the Alexion special meeting.

Proposal
  Required Vote   Effect of Certain Actions
Proposal 1:
Merger Proposal
  Approval requires the affirmative vote of at least a majority of the outstanding shares of Alexion common stock entitled to vote on the merger proposal.   Shares of Alexion common stock not present at the Alexion special meeting, shares that are present and not voted on the merger proposal, including due to the failure of any Alexion stockholder who holds their shares in "street name" through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the merger proposal, and abstentions will have the same effect as a vote "AGAINST" the merger proposal

Proposal 2:
Compensation Proposal

 

Approval requires the affirmative vote of at least a majority of votes cast on the compensation proposal (meaning the number of votes cast "FOR" this proposal must exceed the votes cast "AGAINST").

 

A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the compensation proposal, assuming a quorum is present.

Proposal 3:
Adjournment Proposal

 

Approval requires the affirmative vote of at least a majority of votes cast on the adjournment proposal (meaning the number of votes cast "FOR" this proposal must exceed the votes cast "AGAINST").

 

A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the adjournment proposal.

Vote of Alexion's Directors and Executive Officers

        As of April 7, 2021, the latest practicable date prior to the date of this proxy statement/prospectus, Alexion directors and executive officers, and their affiliates, as a group, owned and were entitled to vote less than 1% of the total outstanding shares of Alexion common stock. Although no Alexion director or executive officer has entered into any agreement obligating them to do so, Alexion currently expects that all of its directors and executive officers will vote their shares "FOR" the merger proposal, "FOR" the compensation proposal and "FOR" the adjournment proposal. See the section entitled "Interests of Alexion's Directors and Executive Officers In The Transaction" beginning on page 79 and the arrangements described in Part III of Alexion's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Alexion's Definitive Proxy Statement on Schedule 14A for Alexion's 2020

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annual meeting of stockholders filed with the SEC on March 26, 2020, both of which are incorporated into this proxy statement/prospectus by reference.

Methods of Voting

Registered Stockholders

        If you are a stockholder of record, you may vote at the Alexion special meeting by proxy through the Internet, by telephone or by mail, or by attending the Alexion special meeting and voting via the special meeting website, as described below.

By Internet:  By visiting the Internet address provided on the proxy card and following the instructions provided on your proxy card.

By Telephone:  By calling the number located on the proxy card and following the recorded instructions.

By Mail:  If you have received a paper copy of the proxy materials by mail, you may complete, sign, date and return by mail the enclosed proxy card in the envelope provided to you with your proxy materials.

Via the Special Meeting Website:  All stockholders of record may vote at the Alexion special meeting by attending the meeting via the special meeting website. Stockholders who plan to attend the Alexion special meeting will need the 16-digit control number included on their proxy card in order to access the special meeting website and to attend and vote thereat.

        Unless revoked, all duly executed proxies representing shares of Alexion common stock entitled to vote will be voted at the Alexion special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions with respect to any proposal, then the Alexion officers identified on the proxy will vote your shares consistent with the recommendation of the Alexion board of directors on such proposal. If you are a stockholder of record, proxies submitted over the Internet or by telephone as described above must be received by 11:59 p.m., Eastern Time, on May 10, 2021. To reduce administrative costs and help the environment by conserving natural resources, Alexion asks that you vote through the Internet or by telephone.

        By executing and delivering a proxy in connection with the Alexion special meeting, you designate certain Alexion officers identified therein as your proxies at the Alexion special meeting. If you deliver an executed proxy, but do not specify a choice with respect to any proposal properly brought before the Alexion special meeting, such proxies will vote your underlying shares of Alexion common stock on such uninstructed proposal in accordance with the recommendation of the Alexion board of directors. Alexion does not expect that any matter other than the proposals listed above will be brought before the Alexion special meeting and the Alexion bylaws provide that the only business that may be conducted at the Alexion special meeting are those proposals brought before the meeting by or at the direction of the Alexion board of directors.

Beneficial (Street Name) Stockholders

        If you hold your shares through a bank, broker or other nominee in "street name" instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee with respect to a proposal, your shares of Alexion common stock will not be voted on that proposal as your bank, broker or other nominee does not have discretionary authority to

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vote on any of the proposals to be voted on at the Alexion special meeting; see the section entitled "The Alexion Special Meeting—Quorum; Abstentions and Broker Non-Votes" beginning on page 44.

        If you hold your shares through a bank, broker or other nominee in "street name" (instead of as a registered holder), you must obtain a specific control number from your bank, broker or other nominee in order to attend and vote at the Alexion special meeting via the special meeting website. For more information on how to attend the Alexion special meeting, see the section entitled "The Alexion Special Meeting—Attending the Alexion Special Meeting" beginning on page 48.

Revocability of Proxies

        Any stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the Alexion special meeting. If you are an Alexion stockholder of record, you may revoke your proxy by any of the following actions:

by voting again by Internet or telephone as instructed on your proxy card before the closing of the voting facilities at 11:59 p.m., Eastern Time, on May 10, 2021;

by sending a signed written notice of revocation to Alexion's Corporate Secretary, provided such statement is received no later than May 10, 2021;

by submitting a properly signed and dated proxy card with a later date that is received by Alexion no later than the close of business on May 10, 2021; or

by attending the Alexion special meeting via the special meeting website and requesting that your proxy be revoked or voting via the website as described above.

Only your last submitted proxy card will be considered.

        Execution or revocation of a proxy will not in any way affect a stockholder's right to attend the Alexion special meeting and vote thereat.

        Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:


Alexion Pharmaceuticals, Inc.
121 Seaport Boulevard
Boston, Massachusetts 02210
(475) 230-2596
Attn: Corporate Secretary

        If your shares are held in "street name" and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by obtaining your specific control number and instructions from your bank, broker or other nominee and voting your shares at the Alexion special meeting via the special meeting website.

Proxy Solicitation Costs

        Alexion is soliciting proxies to provide an opportunity to all Alexion stockholders to vote on agenda items at the Alexion special meeting, whether or not the stockholders are able to attend the Alexion special meeting or any adjournment or postponement thereof. Alexion will bear the entire cost of soliciting proxies from its stockholders. In addition to the solicitation of proxies by mail, Alexion will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of Alexion common stock and secure their voting instructions, if necessary. Alexion

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may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

        Alexion has also retained Innisfree M&A Incorporated to assist in soliciting proxies and in communicating with Alexion stockholders and estimates that it will pay them a fee of approximately $40,000 plus reimbursement for certain out-of-pocket fees and expenses. Alexion also has agreed to indemnify Innisfree M&A Incorporated against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of Alexion or by Alexion directors, officers and other employees in person, by mail, by telephone, by facsimile, by messenger, via the Internet or by other means of communication, including electronic communication. Directors, officers and employees of Alexion will not be paid any additional amounts for their services or solicitation in this regard.

Attending the Alexion Special Meeting

        If you wish to attend the Alexion special meeting via the special meeting website, you must (1) be a stockholder of record of Alexion at the close of business on March 30, 2021 (the record date for the Alexion special meeting), (2) hold your shares of Alexion beneficially in the name of a broker, bank or other nominee as of the Alexion record date or (3) hold a valid proxy for the Alexion special meeting.

        To enter the special meeting website and attend the Alexion special meeting, you will need the 16-digit control number located on your proxy card. If you hold your Alexion shares in street name beneficially through a broker, bank or other nominee and you wish to attend the Alexion special meeting via the special meeting website, you will need to obtain your specific control number and further instructions from your bank, broker or other nominee.

        If you plan to attend the Alexion special meeting and vote via the special meeting website, Alexion still encourages you to vote in advance by the Internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted in the event you later decide not to attend the Alexion special meeting via the special meeting website. Voting your proxy by the Internet, telephone or mail will not limit your right to vote at the Alexion special meeting via the special meeting website if you later decide to attend the Alexion special meeting.

Householding

        The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as "householding," potentially provides extra convenience for stockholders and cost savings for companies. Alexion and some brokers "household" proxy materials, delivering a single proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or Alexion that they or Alexion will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account, or Alexion if you hold shares directly in your name. You can notify Alexion by sending a written request to Corporate Secretary, Alexion Pharmaceuticals, Inc., 121 Seaport Boulevard, Boston, Massachusetts 02210 or by calling (475) 230-2596.

Tabulation of Votes

        The Alexion board of directors will appoint an independent inspector of election for the Alexion special meeting. The inspector of election will, among other matters, determine the number of shares

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of Alexion common stock represented at the Alexion special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to Alexion stockholders at the Alexion special meeting.

Adjournments

        If a quorum is present at the Alexion special meeting but there are not sufficient votes at the time of the Alexion special meeting to approve the merger proposal, then Alexion stockholders may be asked to vote on the adjournment proposal.

        At any subsequent reconvening of the Alexion special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the Alexion special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

        If you need assistance voting or in completing your proxy card or have questions regarding the Alexion special meeting, please contact Innisfree M&A Incorporated, Alexion's proxy solicitor for the Alexion special meeting:

INNISFREE M&A INCORPORATED
Shareholders call toll-free from the U.S. and Canada at (877) 717-3904
or direct at +1 (412) 232-3651 from other locations
Banks and brokers may call collect at (212) 750-5833.

ALEXION STOCKHOLDERS SHOULD CAREFULLY READ THIS PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE TRANSACTION. IN PARTICULAR, ALEXION STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

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THE MERGER PROPOSAL

        This section of the proxy statement/prospectus describes the various aspects of the transaction and related matters. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, including the full text of the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, for a more complete understanding of the transaction. In addition, important business and financial information about each of Alexion and AstraZeneca is included in or incorporated by reference into this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section entitled "Where You Can Find Additional Information."

        This proxy statement/prospectus is being furnished to you as a stockholder of Alexion in connection with the solicitation of proxies by the Alexion board of directors for use at the Alexion special meeting. At the Alexion special meeting, Alexion is asking stockholders to consider and vote upon a proposal to adopt the merger agreement, pursuant to which (1) Merger Sub I will merge with and into Alexion with Alexion surviving the first merger as a wholly owned subsidiary of Bidco, and (2) immediately following the effective time of the first merger, Alexion will merge with and into Merger Sub II with Merger Sub II surviving the second merger as a direct wholly owned subsidiary of Bidco and an indirect wholly owned subsidiary of AstraZeneca. Upon completion of the transaction, Alexion stockholders will be entitled to receive (1) 2.1243 AstraZeneca ADSs (or, at such stockholder's election, a number of AstraZeneca ordinary shares equal to the number of underlying ordinary shares represented by such AstraZeneca ADSs) and (2) $60 in cash.

        The Alexion board of directors, after careful consideration, unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the transaction, and determined that the merger agreement and the transactions contemplated by the merger agreement, including the transaction, are fair to and in the best interests of Alexion and its stockholders.

        The Alexion board of directors accordingly unanimously recommends that Alexion stockholders vote to adopt the merger agreement. The transaction and a summary of the terms of the merger agreement are described in more detail in the sections of this proxy statement/prospectus entitled "The Merger Proposal" beginning on page 50 and "The Merger Agreement" beginning on page 109 and Alexion stockholders are encouraged to read the full text of the merger agreement, which is attached as Annex A to this proxy statement/prospectus.

        Approval of the merger proposal requires the affirmative vote of at least a majority of the outstanding shares of Alexion common stock entitled to vote on the proposal.

        It is a condition to the completion of the transaction that Alexion stockholders approve the merger proposal. Shares of Alexion common stock not present at the Alexion special meeting via the special meeting website or represented by proxy, shares that are present and not voted on the merger proposal, including due to the failure of any Alexion stockholder who holds their shares in "street name" through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the merger proposal, and abstentions will have the same effect as a vote "AGAINST" the merger proposal.

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IF YOU ARE AN ALEXION STOCKHOLDER, THE ALEXION BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE MERGER PROPOSAL (PROPOSAL 1)

Transaction Structure

        The merger agreement provides that, subject to the terms and conditions of the merger agreement, at the first effective time, (1) Merger Sub I, a direct wholly owned subsidiary of Bidco, will merge with and into Alexion with Alexion surviving as a wholly owned subsidiary of Bidco, and (2) immediately thereafter Alexion will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving company in the merger as a direct wholly owned subsidiary of Bidco and therefore an indirect wholly owned subsidiary of AstraZeneca. The terms and conditions of the transaction are contained in the merger agreement, which is described in this proxy statement/prospectus and attached to this proxy statement/prospectus as Annex A. You are encouraged to read the merger agreement carefully, as it is the legal document that governs the transaction. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the transaction are qualified by reference to the merger agreement.

Merger Consideration

        At the first effective time, by virtue of the first merger and without any action on the part of the parties to the merger agreement or any Alexion stockholder, each eligible share of Alexion common stock will be automatically converted into the right to receive (1) 2.1243 AstraZeneca ADSs (or, at the election of the holder thereof, a number of ordinary shares of AstraZeneca equal to the number of underlying ordinary shares represented by such AstraZeneca ADSs) (the "share consideration") and (2) $60.00 in cash, without interest (the "cash consideration" and, collectively with the share consideration, the "merger consideration").

        Based on the number of shares of Alexion common stock outstanding as of April 7, 2021, AstraZeneca expects to issue approximately 470,298,395 AstraZeneca ADSs to Alexion stockholders pursuant to the merger agreement. The actual number of AstraZeneca ADSs to be issued pursuant to the merger agreement will be determined upon the completion of the transaction based on the exchange ratio, the number of shares of Alexion common stock outstanding at such time and the number of Alexion Stock Options, Alexion RSU Awards and Alexion PSU Awards. Based on the number of shares of Alexion common stock outstanding as of April 7, 2021, and the number of AstraZeneca ordinary shares outstanding as of April 7, 2021, immediately after completion of the transaction, former Alexion stockholders would own approximately 15.2% of the combined company.

        Based on the closing price of AstraZeneca ADSs on Nasdaq on December 11, 2020, the last full trading day before the announcement of the merger agreement, the per share value of Alexion common stock implied by the merger consideration was $175.29. Based on the closing price of AstraZeneca ADSs on Nasdaq on April 7, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, the per share value of Alexion common stock implied by the merger consideration was $162.86. The implied value of the merger consideration will fluctuate, however, as the market price of AstraZeneca ADSs fluctuates, because the share consideration portion of the merger consideration that is payable per share of Alexion common stock is a fixed number of AstraZeneca ADSs. As a result, the value of the merger consideration that Alexion stockholders will receive upon the completion of the transaction could be greater than, less than or the same as the value of the merger consideration on the date of this proxy statement/prospectus or at the time of the Alexion special meeting. Accordingly, you are encouraged to obtain current stock price quotations for Alexion common stock and AstraZeneca ADSs before deciding how to vote with respect to the approval of the merger agreement. Alexion common stock trades on Nasdaq under the ticker symbol

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"ALXN" and AstraZeneca ADSs trade on Nasdaq under the ticker symbol "AZN." The price of AstraZeneca ADSs on Nasdaq is reported in U.S. dollars, while the price of the AstraZeneca ordinary shares represented thereby on the LSE is reported in pounds sterling.

Ordinary Share Election of Share Consideration

        Each Alexion stockholder of record will be mailed an election form that will allow such Alexion stockholder to make an ordinary share election and receive AstraZeneca ordinary shares instead of AstraZeneca ADSs for all (but not less than all) of their shares of Alexion common stock, which shares will serve as the share consideration. Any Alexion stockholder who votes against the merger proposal is still entitled to make an ordinary share election with respect to such stockholder's shares of Alexion common stock.

        In order to elect to receive AstraZeneca ordinary shares, an Alexion stockholder must return a properly completed and signed election form to the exchange agent prior to the election deadline. AstraZeneca will communicate to shareholders closer to closing the applicable deadline for making the election of ordinary shares. If the election deadline is delayed, AstraZeneca and Alexion will promptly announce any such delay and, when determined, the rescheduled election deadline.

Impact of Selling Alexion Common Stock as to which an Ordinary Share Election has Already Been Made

        Alexion stockholders who have made an ordinary share election will be unable to sell or otherwise transfer their shares after making an ordinary share election, unless such ordinary share election is properly revoked before such election deadline or unless the merger agreement is terminated.

Ordinary Share Election Revocation

        Any record holder of Alexion common stock who has delivered a duly completed election form to the exchange agent may, at any time prior to the election deadline, revoke such stockholder's ordinary share election only by written notice received by the exchange agent prior to the election deadline. Alexion stockholders will not be entitled to revoke their ordinary share elections following the election deadline, unless the merger agreement is thereafter terminated. As a result, Alexion stockholders who have made an ordinary share election will be unable to revoke their election or sell their shares of Alexion common stock during the period between the election deadline and the date of completion of the transaction or termination of the merger agreement.

        Alexion stockholders not making a valid ordinary share election in respect of their shares prior to the election deadline, including as a result of revocation, will be deemed non-electing holders. If it is determined that any purported ordinary share election was not properly made, the purported ordinary share election will be deemed to be of no force or effect and the Alexion stockholder making the purported ordinary share election will be deemed not to have made an ordinary share election for these purposes, unless a proper ordinary share election is subsequently made on a timely basis.

Non-Electing Holders

        Alexion stockholders who do not make an ordinary share election, whose election forms are not received by the exchange agent by the election deadline, or whose election forms are improperly completed or not signed will be deemed not to have made an ordinary share election. Alexion stockholders who do not make an election will receive AstraZeneca ADSs for shares of Alexion common stock they own immediately prior to the transaction.

        Neither AstraZeneca nor Alexion is making any recommendation as to whether Alexion stockholders should make an ordinary share election. You must make your own decision with respect to such ordinary share election.

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Background of the Transaction

        The Alexion board of directors and senior management team, on an ongoing basis, regularly review and evaluate Alexion's long-term strategy and the range of strategic opportunities that might be available to it to strengthen Alexion's business and to enhance stockholder value. As part of this ongoing evaluation, Alexion has considered, from time to time, various potential strategic transactions, including large and small acquisitions, potential licensing, partnering, research and development or collaboration transactions with third parties, initiation of a regular dividend, expanded stock repurchases, and other potential strategic alternatives.

        Alexion's management and board of directors also engage in active dialogue with its stockholders, including to understand investor queries regarding valuation, performance and business risks to Alexion, as well as to obtain investor feedback on Alexion's business operations, financial performance, capital allocation decisions, corporate governance, social responsibility, sustainability and ESG-related priorities, and potential strategic transactions.

        In September 2019 and continuing into the fourth quarter of 2019, one of Alexion's investors in particular, Elliott Advisors (UK) Limited ("Elliott"), began recommending that the Alexion board of directors immediately launch a proactive process to explore a sale of the company. Following these interactions, on December 6, 2019, Alexion issued a public statement disclosing that the Alexion board of directors had considered Elliott's recommendation but had determined that conducting a proactive sale process would not be in the best interest of stockholders at that time. On December 9, 2019, Elliott issued its own public statement setting forth its view, previously privately communicated to Alexion, that Alexion would be a highly valuable strategic asset for a number of larger pharmaceutical companies and reiterating Elliott's belief that Alexion should launch a proactive sale process. In May 2020, Elliott publicly reiterated these views in an open letter to the Alexion board of directors.

        Beginning in the first quarter of 2020 and during the spring and summer of 2020, Alexion developed an update to its long-range business and financial plan, which it does on an annual basis. The Alexion board of directors meets regularly to, among other things, review the development of Alexion's long-range plan, and to review and, as appropriate, update Alexion's capital allocation strategy. During the summer of 2020, the Alexion board of directors determined to conduct, at its board meetings scheduled for August and September 2020, a comprehensive and in-depth review of Alexion's long-range plan and valuation ranges derivable from that plan, positioning with investors, various business scenarios and potential strategic alternatives, including the potential merits of exploring a business combination of Alexion with a third party versus remaining an independent company. During the summer and fall of 2020, Alexion also continued to engage with its stockholders, and in these interactions, several stockholders encouraged the company to explore strategic alternatives.

        On July 30, 2020, Alexion reported its financial results for the second quarter of 2020, announced certain forward-looking financial information and presented an updated multi-year capital allocation strategy featuring new targets for minimum levels of stock repurchase and return of capital to stockholders based on Alexion having entered a new phase of company growth and diversification.

        On August 10, 2020, Pascal Soriot, AstraZeneca's Chief Executive Officer, contacted David Brennan, the Chairman of the Alexion board of directors. Mr. Brennan previously had served as a director and Chief Executive Officer of AstraZeneca, retiring from those positions with AstraZeneca in June of 2012. Mr. Soriot indicated that AstraZeneca would like to discuss with Mr. Brennan and with Alexion's Chief Executive Officer, Dr. Ludwig Hantson, possible interest in a potential business combination. Mr. Brennan indicated to Mr. Soriot that should AstraZeneca wish to make a proposal for a business combination, it should do so in writing so that the Alexion board of directors could consider it.

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        On August 19, 2020, the Alexion board of directors met, together with members of senior management and representatives of BofA Securities, Inc. ("BofA Securities"), Alexion's external financial advisor, and Wachtell, Lipton, Rosen & Katz ("Wachtell Lipton"), its external legal advisor, to review and discuss, among other things, Alexion's positioning with investors and potential strategic alternatives, including the possibility of conducting outreach to third parties to determine their potential interest in a business combination transaction with Alexion, including an acquisition of Alexion. On August 31, 2020, the Alexion board of directors convened a previously-scheduled meeting, together with members of Alexion senior management and representatives of BofA Securities and Wachtell Lipton, to review, discuss and approve the company's long-range plan, and to review and discuss preliminary financial analyses and potential strategic alternatives, including possible outreach to potential counterparties to ascertain whether there would be third-party interest in pursuing a business combination with Alexion. On the same day, Mr. Brennan received a message from Leif Johansson, the Chairman of the AstraZeneca board of directors, who was seeking to speak to Mr. Brennan concerning AstraZeneca's interest in a business combination transaction with Alexion. Mr. Brennan reported this contact to the Alexion board, and the Alexion board authorized Mr. Brennan and Dr. Hantson to meet with AstraZeneca's representatives to understand what, if anything, AstraZeneca wished to convey.

        On September 2, 2020, Mr. Johansson and Mr. Soriot met via videoconference with Mr. Brennan and Dr. Hantson. The AstraZeneca representatives verbally outlined a potential merger in which AstraZeneca would acquire Alexion for total consideration of $148 per share, with $38 per share to be paid in cash and $110 per share to be paid in AstraZeneca ADSs (with a fixed exchange ratio to be determined at a mutually agreed time prior to announcement), and presented the strategic and financial merits of such a proposal. On September 3, 2020, AstraZeneca sent Alexion a letter setting forth AstraZeneca's proposal in writing. The proposal also requested exclusivity and emphasized the importance of confidentiality, indicating that a leak could result in AstraZeneca withdrawing its proposal and jeopardize the transaction.

        On September 6, 2020, the Alexion board of directors met, together with members of Alexion senior management and representatives of BofA Securities and Wachtell Lipton, to review and consider AstraZeneca's proposal and Alexion's strategic alternatives. Following review and deliberation, the Alexion board of directors determined to reject the proposal from AstraZeneca on the grounds that it undervalued Alexion. On September 6, 2020, Mr. Brennan and Dr. Hantson conveyed this determination in a letter to Mr. Soriot.

        On September 8, 2020, AstraZeneca submitted an updated written proposal to acquire Alexion in which it increased its proposed offer price to $155 per share in the aggregate, consisting of $45 per share in cash and $110 per share in AstraZeneca ADSs (with a fixed exchange ratio to be determined at a mutually agreed time prior to announcement). Later that day, the Alexion board of directors met, together with members of Alexion senior management and representatives of BofA Securities and Wachtell Lipton, to consider AstraZeneca's revised proposal. Following review and deliberation, based upon, among other things, the Alexion board's belief that the updated proposal undervalued Alexion, the Alexion board of directors determined to reject the updated proposal. Following the meeting, Mr. Brennan and Dr. Hantson conveyed this determination in a letter to Mr. Soriot.

        On September 16, 2020, a member of the Alexion board of directors was contacted by a representative of AstraZeneca's financial advisor seeking to continue the discussions between the parties and requesting additional information on AstraZeneca's behalf. On September 16-17, 2020, the Alexion board of directors met, together with members of Alexion senior management and representatives of BofA Securities and Wachtell Lipton, to continue its review and consideration of Alexion's strategic alternatives. The Alexion board of directors continued its discussion from its August 31 meeting concerning the desirability of authorizing BofA Securities to conduct outreach to certain large pharmaceutical companies that might have the interest and capability and strategic fit to put forward a proposal to merge with or acquire Alexion on terms that would be more favorable to

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Alexion and its stockholders than the proposals advanced by AstraZeneca, which proposals the Alexion board of directors believed undervalued Alexion. The Alexion board of directors determined that any such outreach, if authorized, should occur on a private and strictly confidential basis to minimize the risk of disruptive leaks. Alexion had been planning a virtual investor day to be held on October 6, 2020, at which Alexion would share certain long-term financial and business plans, as well as details on Alexion's research and development pipeline. The Alexion board of directors authorized management to provide to AstraZeneca certain limited due diligence information, consisting solely of financial, business and pipeline-related information that Alexion planned to disclose at its upcoming virtual investor day, accompanied by a clear message that a substantial improvement in value would be necessary in order for discussions between the parties to proceed beyond this limited due diligence information.

        Following the Board meeting, on September 18, 2020, Mr. Brennan and Dr. Hantson met with Mr. Johansson and Mr. Soriot. Mr. Soriot reiterated AstraZeneca's commitment to a value-creating transaction with Alexion and said that AstraZeneca would be willing to consider offering additional value above $155 per Alexion share if AstraZeneca were to be provided with certain diligence information and an opportunity to engage in further discussions regarding a potential business combination.

        Following further discussion among Alexion's and AstraZeneca's respective financial and legal advisors, on September 23, 2020, Alexion and AstraZeneca executed a limited-duration form of confidentiality agreement to enable AstraZeneca to receive an advance preview of the new financial, business and pipeline-related disclosures that Alexion planned to make at Alexion's Investor Day and to share Alexion's views on the company's prospects and capabilities. Alexion provided such information to AstraZeneca pursuant to the confidentiality agreement, and the members of the respective senior management teams of Alexion and AstraZeneca met on September 24, 2020.

        On September 26, 2020, Mr. Soriot delivered to Mr. Brennan and Dr. Hantson a letter containing a revised proposal to acquire Alexion for total consideration of $170 per share, with $60 per share to be paid in cash and $110 per share to be paid in AstraZeneca ADSs (with a fixed exchange ratio to be determined closer to the time of announcement), reflecting a consideration mix of 35% cash and 65% in AstraZeneca ADSs. The proposal indicated that it was subject to, among other things, satisfactory completion of confirmatory due diligence.

        On September 27, 2020, the Alexion board of directors met, together with members of Alexion senior management and representatives of BofA Securities and Wachtell Lipton, to consider the updated proposal from AstraZeneca and to discuss the previously-considered outreach to other potential strategic counterparties. Following review and deliberation, the board determined to authorize management to permit AstraZeneca to continue its due diligence but to advise AstraZeneca that it would need to provide further improvement in value after completion of due diligence in order to induce Alexion to agree to a transaction. On September 29, 2020, representatives of Alexion communicated this message from the Alexion board to representatives of AstraZeneca.

        At the September 27 board meeting, the Alexion board of directors also authorized BofA Securities to move forward with the contemplated private outreach to other strategic parties which had been discussed at the September 16-17 board meeting and prior board meetings. BofA Securities then proceeded to contact seven other industry participants to determine their potential respective interest in possibly engaging in an acquisition of, or other business combination transaction with, Alexion.

        On October 4, 2020, Alexion and AstraZeneca entered into a mutual confidentiality agreement, which contained customary standstill restrictions on AstraZeneca (which restrictions would terminate in the event Alexion were to, among other specified circumstances, enter into a change of control transaction with another party), allowing for continued confidential discussions and the exchange of

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confidential information in connection with the parties' respective due diligence investigations, in which the parties engaged over the following weeks.

        On October 6, 2020, Alexion held its public Virtual Investor Day to provide the investment community with previously-non-public additional insight into the company's pipeline, future growth potential and continued progress against its business plan.

        By the end of October, all but one of the seven other industry participants contacted by BofA Securities at the direction of the Alexion board of directors expressly declined to pursue the opportunity to explore a transaction with Alexion. One participant ("Participant 2") indicated potential interest and a willingness to engage in further discussions and due diligence. On October 8, 2020, Participant 2 and Alexion entered into a confidentiality and standstill agreement (which standstill would terminate in the event Alexion were to enter into a change of control transaction with another party), and thereafter diligence-related information was exchanged with Participant 2. During the month of October 2020, Mr. Brennan had conversations with a senior representative of Participant 2, and representatives of BofA Securities also had several discussions with Participant 2's financial advisors, to determine whether or not Participant 2 would submit an indication of interest and to encourage Participant 2 to do so.

        In the third quarter of 2020, Alexion received a letter from the Dutch Tax Authorities ("DTA") regarding certain tax-related matters (the "DTA tax-related matters"), as publicly disclosed by Alexion in its publicly filed Quarterly Report on Form 10-Q, issued on October 29, 2020 for the quarterly period ended September 30, 2020. In the course of due diligence between Alexion and AstraZeneca, among other diligence, the parties discussed the DTA tax-related matters, which by October were the subject of on-going settlement discussions between Alexion and the DTA. On October 24, 2020, Marc Dunoyer, the Chief Financial Officer of AstraZeneca, advised Dr. Aradhana Sarin, the Chief Financial Officer of Alexion, that AstraZeneca intended to terminate due diligence and transaction negotiations. In this conversation, Mr. Dunoyer advised Dr. Sarin that although AstraZeneca remained strategically interested in a potential combination with Alexion, and that due diligence had enabled AstraZeneca to identify potential sources of additional value, AstraZeneca could not proceed further unless and until Alexion were to settle the DTA tax-related matter with the DTA, or, in the absence of a settlement, obtain greater clarity as to Alexion's potential obligations to the DTA, if any. On October 30, 2020, a representative of Participant 2's financial advisor contacted a representative of Alexion's financial advisor to convey that while Participant 2 had not yet determined whether to submit a written transaction proposal to Alexion, Participant 2 was considering a valuation range between $154 to $160 per share in cash and required access to additional sensitive due diligence information to evaluate the potential transaction and possible upside.

        On November 3, 2020, the Alexion board of directors met, together with members of Alexion senior management and representatives of BofA Securities and Wachtell Lipton. At that meeting the board received an update regarding the DTA matters, the status of discussions with AstraZeneca and the communication from Participant 2's financial advisor. The Alexion board of directors directed BofA Securities to advise Participant 2's financial advisor that Alexion would be willing to provide Participant 2 with access to additional confidential due diligence if Participant 2 were to submit a written indication of interest at a valuation of at least $160 per share with a view towards further increase, and to advise Participant 2 that the Alexion board of directors would expect a valuation above $160 per share in an agreed transaction. The directors also instructed Alexion management and advisors to inform Participant 2 that if Alexion were to enter into a transaction, Alexion would require a high degree of certainty of closing in any transaction, including that Participant 2 would need to take responsibility for accepting and minimizing or eliminating regulatory risk. At the meeting, the Alexion board of directors also reviewed other strategic alternatives, including a larger, and potentially leveraged, significant share buyback and a proposal received from Elliott to acquire a royalty interest in Alexion's global revenues from its ULTOMIRIS product for $4.7 billion. The Alexion board of

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directors concluded that these alternatives did not compare favorably to the alternative of a business combination at an attractive valuation.

        On November 7, 2020, Participant 2 submitted to the Alexion board of directors a written preliminary, non-binding indication of interest outlining a potential transaction in which Alexion stockholders would receive $160 per share in cash, subject to due diligence and other conditions. The indication of interest also indicated that this valuation relied on internal evaluation performed by Participant 2 and that to the extent additional diligence highlighted additional value, Participant 2 would be open to discussing an appropriate increase in the offer price. Following receipt of the letter, representatives of Alexion provided requested information to Participant 2 and participated in management-level meetings requested by Participant 2. During these discussions, representatives of Participant 2 advised that they would not be willing to provide the degree of assurance regarding regulatory matters which the Alexion board of directors had specifically requested. During the week of November 23, 2020, representatives of Participant 2 conveyed to Alexion's financial advisor and to Mr. Brennan that Participant 2 had completed its core due diligence with respect to Alexion but had not identified additional value. Participant 2 did not re-affirm its prior proposal nor submit a further indication of interest thereafter.

        During November 2020, Alexion's tax advisors continued to discuss with the DTA a potential resolution of the DTA tax-related matters, and by mid-November reached a verbal agreement in principle with the DTA on acceptable settlement terms. On November 19, Dr. Sarin updated Mr. Dunoyer as to this anticipated resolution, and, on November 23, 2020, AstraZeneca indicated that, on the basis of this development, AstraZeneca would consider re-engaging concerning a potential transaction.

        On November 24, 2020, Mr. Dunoyer contacted Dr. Sarin to convey a revised transaction proposal for AstraZeneca to acquire Alexion for total consideration of $175 per share, with $60 per share to be paid in cash and $115 per share to be paid in AstraZeneca ADSs (with a fixed exchange ratio to be determined closer to the time of announcement), indicating that this proposal represented the maximum consideration authorized by the AstraZeneca board of directors, and was subject to confirmatory diligence. AstraZeneca's representatives also stated to Alexion's representatives that AstraZeneca would conduct its remaining diligence in parallel with the negotiation of definitive agreements within the following weeks and work towards announcing an agreed transaction as promptly as possible.

        On November 25, 2020, the Alexion board of directors met, together with members of Alexion senior management and representatives of BofA Securities and Wachtell Lipton, to review the revised proposal from AstraZeneca and to receive updated financial analyses from BofA Securities. Mr. Brennan also updated the Alexion board of directors on his conversation with the Chief Executive Officer of Participant 2 during the week of November 23, 2020, in which Participant 2 indicated, among other things, that it had not identified additional value nor re-affirmed its prior proposal. Following review and deliberation, the Alexion board of directors determined the proposed economic terms to be attractive and acceptable, and instructed senior management and Alexion's financial and legal advisors to engage with AstraZeneca to complete negotiations of the non-price transaction terms so that the Alexion board of directors could consider the full proposed terms for potential approval.

        On November 28, 2020, Wachtell Lipton provided an initial draft transaction agreement to Freshfields, AstraZeneca's legal advisor. Thereafter, through December 12, the parties negotiated the transaction agreement and related documentation.

        On December 2-3, 2020, Alexion held a regularly scheduled two-day board meeting and subsequently held special board meetings on December 7, 9 and 10. At these meetings, Alexion senior management and representatives of BofA Securities and Wachtell Lipton provided the Alexion board of directors with updates on the transaction-related negotiations (including as to regulatory matters, the

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allocation of business risks that could arise following a transaction announcement, provisions relating to certainty of closing, and the manner in which the exchange ratio for the portion of the transaction consideration to be paid in the form of AstraZeneca ADSs would be calculated). During these meetings, members of Alexion senior management and representatives of BofA Securities and Wachtell Lipton reported on the results of Alexion's reverse due diligence review of AstraZeneca, representatives of BofA Securities reviewed with the Alexion board of directors their preliminary financial analysis of the transaction consideration to be received by Alexion stockholders and representatives of BofA Securities reviewed with members of the Alexion board of directors and the Alexion senior management certain publicly available financial forecasts for AstraZeneca and the Alexion board of directors and the Alexion senior management discussed and considered AstraZeneca's future prospects, business-related risks and opportunities for AstraZeneca, the potential benefits to the combined company and potential valuation upside for AstraZeneca stock arising from the combination. During these meetings, members of senior management also made financial presentations concerning Alexion, AstraZeneca and the pro forma combined company, and discussed the potential synergies potentially arising from the proposed transaction. At the meeting of the Alexion board of directors on December 10, 2020, among other matters, representatives of BofA Securities presented BofA Securities' financial analysis of the proposed transaction and the transaction consideration to be received by Alexion stockholders.

        On December 8, 2020, Alexion and the DTA entered into a settlement agreement resolving the outstanding DTA tax-related matters, and AstraZeneca was apprised of such resolution.

        By the morning of December 11, 2020, the parties had completed negotiations of all of the material terms of the transaction, other than the final calculation of the exchange ratio for the portion of the transaction consideration to be paid in the form of AstraZeneca ADSs. Later that day Mr. Dunoyer and Dr. Sarin reached agreement to fix the exchange ratio at 2.1243 AstraZeneca ADSs per share of Alexion common stock, which, together with the cash portion of the transaction consideration, represented an implied per share price of approximately $175.00 per share of Alexion common stock based on the agreed reference price of an AstraZeneca ADS of $54.14. On the evening of December 11, 2020, the Alexion board of directors met, together with members of Alexion senior management and representatives of BofA Securities and Wachtell Lipton, to discuss and deliberate on the proposed transaction with AstraZeneca. Representatives of Wachtell Lipton presented a detailed summary of the terms of the draft merger agreement and summarized the resolution of open issues that had been unresolved at the time of the Alexion board of directors' previous meeting, including issues relating to certainty of closing. BofA Securities reviewed with the Alexion board of directors its financial analysis of the merger consideration, and, at the request of the Alexion board of directors, BofA Securities rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion dated December 11, 2020, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in BofA Securities' written opinion, the merger consideration to be received in the transaction by holders of Alexion common stock was fair, from a financial point of view, to such holders, as more fully described below under the section entitled "The Transaction—Opinion of Alexion's Financial Advisor". After carefully considering the proposed terms of the transaction, and taking into consideration the matters discussed during that meeting and prior meetings of the Alexion board of directors, including those outlined under the sections entitled "—Recommendation of the Alexion Board of Directors; Alexion's Reasons for the Transaction," the Alexion board of directors unanimously: (1) determined that the merger agreement and the transactions contemplated by the merger agreement (including the transaction) were fair to and in the best interests of Alexion and its stockholders; (2) approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement (including the transaction); (3) recommended the adoption by Alexion's stockholders of the merger agreement and the transactions contemplated by the merger agreement (including the transaction); and (4) directed that the adoption

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of the merger agreement and the transactions contemplated by the merger agreement (including the transaction) be submitted to a vote at a meeting of Alexion's stockholders.

        Following the approval of the merger agreement and the transaction by each of the Alexion board of directors and the AstraZeneca board of directors, Alexion and AstraZeneca executed the merger agreement early during the morning of December 12, 2020. Later that morning, the parties issued a joint press release announcing their entry into a definitive merger agreement for AstraZeneca to acquire Alexion.

Recommendation of the Alexion Board of Directors; Alexion's Reasons for the Transaction

        At a special meeting held on December 11, 2020, the Alexion board of directors unanimously: (1) determined that the merger agreement and the transactions contemplated by the merger agreement (including the transaction) were fair to and in the best interests of Alexion and its stockholders; (2) approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement (including the transaction); (3) recommended the adoption by Alexion's stockholders of the merger agreement and the transactions contemplated by the merger agreement; and (4) directed that the merger agreement and the transactions contemplated by the merger agreement to submitted to a vote at a meeting of Alexion's stockholders. Accordingly, the Alexion board of directors unanimously recommends that Alexion stockholders vote "FOR" the merger proposal.

        In evaluating the transaction and in reaching its determinations and making its recommendations, the Alexion board of directors consulted with Alexion senior management and its outside legal and financial advisors, and considered a number of factors, including the following factors that weighed in favor of the transaction.

Strategic Considerations and Synergies:

that the capabilities of both Alexion and AstraZeneca will create a combined company with great strengths across a range of products and technology platforms, with the ability to bring innovative medicines to millions of people worldwide, and an enhanced global footprint and broad coverage across primary, specialty care, and rare diseases;

that the combined companies will bring together two patient-centric models of care delivery with combined strengths in immunology, biologics, genomics and oligonucleotides to drive future medicine innovation;

that combining Alexion's expertise in rare-disease development and commercialization with AstraZeneca's capabilities in precision medicine will enable the combined company to develop a portfolio of medicines addressing the large unmet needs of patients suffering from rare diseases;

that the transaction is expected to improve the combined company's profitability, with the core operating margin significantly enhanced in the short term, and with continued expansion thereafter, supported by increased scale and expected recurring synergies, and that Alexion stockholders will be able to participate in such benefits as stockholders of the combined company;

that the combined company would have the scale, balance sheet strength, financial flexibility, and free cash flow to fund future growth, and improved ability to access the capital markets on more favorable terms, which would allow the combined company to be more competitive in capturing strategic opportunities;

that the transaction is expected to deliver robust and sustainable accretion to the combined company's core earnings per share from the outset, with double-digit percentage accretion anticipated in the first three years following the completion of the transaction and double-digit

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average annual revenue growth through 2025, and that Alexion stockholders will be able to participate in such benefits as stockholders of the combined company;

the belief that AstraZeneca and Alexion have similar corporate cultures and values;

information and discussions with Alexion's management, in consultation with BofA Securities, regarding AstraZeneca's business, results of operations, financial and market position, and Alexion management's expectations concerning the combined company's business, financial prospects and synergies, and historical and current trading prices of AstraZeneca ADSs and ordinary shares;

Attractive Value and Mix of Consideration

the aggregate value and nature of the consideration to be received in the merger by Alexion stockholders, including:

that the merger consideration had an implied value per share of Alexion common stock of $175.29, based on the closing price of AstraZeneca ADSs on the Nasdaq as of December 11, 2020 (the last trading day before the announcement of the transaction), which represented a premium of approximately 45% to Alexion stockholders based on the closing price of Alexion common stock on the same date, a premium of approximately 44% based on the 30-day volume-weighted average closing stock price of $122.04 as of the same date, and a premium of approximately 37% based on the 52-week high stock price of $127.81 per share;

that approximately 65% of the merger consideration consists of AstraZeneca ADSs (or, at the election of Alexion stockholders, AstraZeneca ordinary shares), which offers Alexion stockholders the opportunity to participate in the future earnings, dividends and growth of the combined company, a company which the Alexion board of directors considers to be an attractive investment for the reasons discussed above under "Strategic Considerations and Synergies";

that approximately 35% of the merger consideration consists of cash, which provides Alexion stockholders with immediate liquidity for a portion of the merger consideration, which consideration offered a premium valuation;

that the first merger and the second merger, taken together, are intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Code, as more fully described in the section entitled "Material U.S. Federal Income Tax Consequences";

Most Attractive Strategic Alternative:

the view of the Alexion board of directors that the proposed transaction with AstraZeneca was the most attractive strategic alternative available to Alexion and its stockholders, including in comparison to the alternative of remaining independent and continuing to execute on Alexion's long-range business strategy. In this regard, the Alexion board of directors considered:

prior to AstraZeneca's proposal, no third party had contacted Alexion to propose a strategic transaction;

that at the direction of the Alexion board of directors, Alexion's financial advisor engaged in outreach to a total of seven potentially-interested industry participants (not including AstraZeneca) to determine their respective interest in engaging in a business combination transaction with Alexion. As a result of this outreach, only one company (Participant 2) other than AstraZeneca provided a specific indication of interest, with the AstraZeneca proposal being the most attractive and, by December 2020, the only proposal believed to be available;

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its belief, based on AstraZeneca's statements made and positions taken during negotiations, as well as the increases in merger consideration during negotiations, and the significant premium relative to the stand-alone price of Alexion's common stock, that the merger consideration was the maximum consideration that AstraZeneca would be willing to offer;

its belief that entering into the merger agreement with AstraZeneca provided the best alternative for maximizing stockholder value reasonably available to Alexion and its stockholders, including when compared to continuing to operate on a stand-alone basis and taking into account certain risks associated with continuing to operate as a stand-alone company, including those set forth in the "Risk Factors";

that Alexion stockholders would have the opportunity to participate in the long-term potential of AstraZeneca after giving effect to the transaction;

Opinion of Alexion's Financial Advisors

the financial presentation by BofA Securities and the oral opinion of BofA Securities rendered to the Alexion board of directors, subsequently confirmed by delivery of a written opinion dated December 11, 2020, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in BofA Securities' written opinion, the merger consideration to be received in the transaction by holders of Alexion common stock was fair, from a financial point of view, to such holders, as more fully described below under the section entitled "The Merger Proposal—Opinion of Alexion's Financial Advisor" beginning on page 63;

Likelihood of Completion of the Transaction

the likelihood that the transaction will be completed, based on, among other things, the limited closing conditions to the completion of the transaction, the absence of a financing condition or similar contingency that is based on AstraZeneca's ability to obtain financing and the strong commitment made by AstraZeneca to obtain regulatory approvals, as further described in the section entitled "The Merger Proposal—Regulatory Approvals Required for the Merger" and "The Merger Agreement—Filings; Other Actions; Notification";

Favorable Terms of the Merger Agreement

the ability of Alexion to, subject to specified limitations, respond to and engage in discussions regarding unsolicited third-party acquisition proposals under certain circumstances and, ultimately, to terminate the merger agreement in order to enter into a definitive agreement providing for a superior proposal to the merger with AstraZeneca, subject to compliance with the procedural terms and conditions set forth in the merger agreement and the payment of a termination payment of $1.18 billion, as further discussed in the section entitles "The Merger Agreement—Termination of the Merger Agreement";

the terms of the merger agreement that restrict AstraZeneca's ability to solicit alternative business combination transactions and to provide information to, or engage in discussions with, a third party interested in pursuing an alternative business combination transaction with AstraZeneca, as further discussed in the section entitled "The Merger Agreement—No-Solicitation";

the obligation of AstraZeneca to pay Alexion a termination payment of $1.415 billion upon termination of the merger agreement under specified circumstances, as further discussed in the section entitled "The Merger Agreement—Termination of the Merger Agreement";

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Governance Matters

the fact that, at the effective time of the first merger, two Alexion directors will be appointed to the AstraZeneca board of directors, which will allow for oversight of and input into the strategy of the combined company;

        The Alexion board of directors weighed these advantages and opportunities against a number of potentially negative factors in its deliberations concerning the merger agreement and the transaction, including:

that the fixed exchange ratio would not adjust downwards to compensate for changes in the price of AstraZeneca ADSs or ordinary shares prior to the consummation of the transaction. The Alexion board of directors determined that the exchange ratio was appropriate and that the risks were acceptable in view of the relative historical trading values and financial performance of Alexion and AstraZeneca;

the terms of the merger agreement that restrict Alexion's ability to solicit alternative acquisition proposals and to provide information to, or engage in discussions with, a third party interested in pursuing an alternative acquisition proposal, as further discussed in the section entitled "The Merger Agreement—No Solicitation";

the potential for diversion of management attention and employee attrition due to the possible effects of the announcement and pendency of the transaction and the potential effects on customers and business relationships as a result of the transaction;

the amount of time it could take to complete the transaction, including the fact that completion of the transaction depends on factors outside of Alexion's control, and that there can be no assurance that the conditions to the transaction will be satisfied even if the merger proposal is approved by Alexion stockholders;

the possibility of non-consummation of the transaction and the potential consequences of non-consummation, including the potential negative impacts on Alexion, its business and the trading price of its shares of common stock;

the difficulty and costs inherent in integrating large and diverse businesses and the risk that the potential synergies, dividend growth and other benefits expected to be obtained as a result of the transaction might not be fully or timely realized;

the obligation of Alexion to pay AstraZeneca a termination payment of $1.18 billion upon termination of the merger agreement under specified circumstances;

the obligation of Alexion to pay AstraZeneca a termination payment of $270 million upon the termination of the merger agreement as a result of Alexion's failure to obtain the requisite Alexion stockholder approval for the merger proposal; and

the risks and other considerations of the type and nature described under the sections entitled "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements."

        The Alexion board of directors considered the factors described above as a whole, including through engaging in discussions with Alexion senior management and Alexion's outside legal and financial advisors. Based on this review and consideration, the Alexion board of directors unanimously concluded that these factors, on balance, supported a determination that the merger agreement and the transactions contemplated by the merger agreement, including the transaction, were advisable and in the best interests of Alexion stockholders, and to make its recommendation to Alexion stockholders that they vote to adopt the merger agreement.

        In addition, the Alexion board of directors was aware of and considered the fact that Alexion's directors and executive officers may have certain interests in the transaction that are different from, or in addition to, the interests of Alexion stockholders generally, including the treatment of equity awards held by such directors and executive officers in the transaction, as described in the section entitled "Interests of Alexion's Directors and Executive Officers in the Transaction".

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        The foregoing discussion of the information and factors that the Alexion board of directors considered is not, and is not intended to be, exhaustive. The Alexion board of directors collectively reached the conclusion to approve the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the transaction, in light of the various factors described above and other factors that the members of the Alexion board of directors believed appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the Alexion board of directors considered in connection with its evaluation of the transaction, the Alexion board of directors did not find it useful to, and did not attempt, to quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Alexion board of directors. In considering the factors discussed above, individual directors may have given different weights to different factors.

        The foregoing discussion of the information and factors considered by the Alexion board of directors in approving the merger agreement is forward-looking in nature. This information should be read in light of the factors discussed in the section entitled "Cautionary Statement Regarding Forward-Looking Statements".

Opinion of Alexion's Financial Advisor

        Alexion retained BofA Securities to act as its financial advisor in connection with the proposed transaction. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Alexion selected BofA Securities to act as Alexion's financial advisor in connection with the proposed transaction on the basis of BofA Securities' experience in transactions similar to the proposed transaction, its reputation in the investment community and its familiarity with Alexion and its business.

        On December 11, 2020, at a meeting of the Alexion board of directors held to evaluate the proposed transaction, BofA Securities delivered to the Alexion board of directors an oral opinion, which was confirmed by delivery of a written opinion dated December 11, 2020, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in BofA Securities' written opinion, the merger consideration to be received in the transaction by holders of Alexion common stock was fair, from a financial point of view, to such holders.

        The full text of BofA Securities' written opinion to the Alexion board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement/prospectus and is incorporated by reference herein in its entirety. The following summary of BofA Securities' opinion is qualified in its entirety by reference to the full text of BofA Securities' written opinion. BofA Securities delivered its opinion to the Alexion board of directors for the benefit and use of the Alexion board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the transaction. BofA Securities' opinion does not address any other terms or other aspects or implications of the proposed transaction and no opinion or view was expressed as to the relative merits of the proposed transaction in comparison to other strategies or transactions that might be available to Alexion or in which Alexion might engage or as to the underlying business decision of Alexion to proceed with or effect the proposed transaction. BofA Securities' opinion does not address any other aspect of the transaction and does not express any opinion or recommendation as to how any stockholder should vote or act in connection with the proposed transaction or any related matter.

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        In connection with rendering its opinion, BofA Securities, among other things:

(1)
reviewed certain publicly available business and financial information relating to Alexion and AstraZeneca;

(2)
reviewed certain internal financial and operating information with respect to the business, operations and prospects of Alexion furnished to or discussed with BofA Securities by the management of Alexion, including the certain financial forecasts relating to Alexion prepared by the management of Alexion reflecting its long-range plan for Alexion (referred to as the "Alexion management unaudited PTRS Alexion projections," as defined and summarized in the section titled "—Alexion Unaudited Prospective Financial Information" beginning on page 75);

(3)
reviewed certain financial forecasts relating to AstraZeneca prepared by the management of Alexion based on certain publicly available financial forecasts for AstraZeneca (referred to as the "Alexion management unaudited AstraZeneca projections, as defined and summarized in the section titled "—Alexion Unaudited Prospective Financial Information" beginning on page 75), and discussed with the management of Alexion its assessments as to the likelihood of AstraZeneca achieving the future financial results reflected in the Alexion management unaudited AstraZeneca projections;

(4)
reviewed certain estimates as to the amount and timing of cost savings (referred to as the "cost-synergies," as defined and summarized in the section titled "—Alexion Unaudited Prospective Financial Information" beginning on page 75), anticipated by the management of Alexion to result from the proposed transaction;

(5)
discussed the past and current business, operations, financial condition and prospects of Alexion and AstraZeneca with members of senior management of Alexion;

(6)
discussed with the management of Alexion its assessments as to the products and product candidates of Alexion, including the likelihood of technical, clinical and regulatory success of such products and product candidates;

(7)
reviewed the potential pro forma financial impact of the proposed transaction on the future financial performance of AstraZeneca, including the potential effect on AstraZeneca's estimated earnings per share;

(8)
reviewed the trading histories for Alexion common stock, AstraZeneca ADSs, and AstraZeneca ordinary shares and a comparison of such trading histories with each other and with the trading histories of other companies BofA Securities deemed relevant;

(9)
compared certain financial and stock market information of Alexion and AstraZeneca with similar information of other companies BofA Securities deemed relevant;

(10)
compared certain financial terms of the proposed transaction to financial terms, to the extent publicly available, of other transactions we deemed relevant;

(11)
considered the results of the efforts taken by BofA Securities on behalf of Alexion to solicit, at the direction of Alexion, indications of interest from third parties with respect to a possible acquisition of Alexion;

(12)
reviewed a draft, dated December 11, 2020, of the merger agreement; and

(13)
performed such other analyses and studies and considered such other information and factors as BofA Securities deemed appropriate.

        In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with BofA Securities and has relied

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upon the assurances of the management of Alexion that it was not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Alexion management unaudited PTRS Alexion projections, BofA Securities was advised by Alexion, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Alexion as to the future financial performance of Alexion. With respect to the cost-synergies, BofA Securities was advised by Alexion, and has assumed, that they were also reasonably prepared on bases reflecting the best currently available estimates and good faith judgment of the management of Alexion as to the matters covered thereby. As the Alexion board of directors was aware, BofA Securities did not discuss the past and current business, operations, financial condition and prospects of AstraZeneca with the management of AstraZeneca, and was not provided with, and did not have access to, stand-alone financial forecasts relating to AstraZeneca prepared by the management of AstraZeneca. Accordingly, Alexion advised BofA Securities, and BofA Securities assumed with the consent of Alexion, that the Alexion management unaudited AstraZeneca projections were a reasonable basis upon which to evaluate the future financial performance of AstraZeneca and, at the direction of Alexion, BofA Securities relied on the Alexion management unaudited AstraZeneca projections for purposes of its opinion. BofA Securities also relied, at the direction of Alexion, on the assessments of the management of Alexion as to AstraZeneca's ability to achieve the cost-synergies and was advised by Alexion, and assumed, with the consent of Alexion, that the cost-synergies would be realized in the amounts and at the times projected. BofA Securities also relied, at the direction of Alexion, on the assessments of the management of Alexion as to the products and product candidates of Alexion, including the likelihood of technical, clinical and regulatory success of such products and product candidates. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Alexion, AstraZeneca or any other entity, nor did BofA Securities make any physical inspection of the properties or assets of Alexion, AstraZeneca or any other entity. BofA Securities did not evaluate the solvency or fair value of Alexion or AstraZeneca under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of Alexion, that the transaction would be consummated in accordance with its terms and in compliance with all applicable laws, relevant documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the transaction, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Alexion, AstraZeneca or the contemplated benefits of the transaction. BofA Securities also assumed, at the direction of Alexion, that the transaction would qualify for federal income tax purposes as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. BofA Securities also assumed, at the direction of Alexion, that the final executed merger agreement would not differ in any material respect from the draft agreement reviewed by BofA Securities.

        BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the proposed transaction (other than the merger consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the proposed transaction or any terms, aspects or implications of any other agreement, arrangement or understanding entered into in connection with or related to the proposed transaction or otherwise. BofA Securities' opinion was limited to the fairness, from a financial point of view, of the merger consideration to be received by the holders of Alexion common stock and no opinion or view was expressed with respect to any consideration received in connection with the transaction by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation or other consideration to any of the officers, directors or employees of any party to the transaction or any related entity, or class of such persons, relative to the merger consideration or

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otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the proposed transaction in comparison to other strategies or transactions that might be available to Alexion or in which Alexion might engage or as to the underlying business decision of Alexion to proceed with or effect the proposed transaction. In addition, BofA Securities did not express any view or opinion with respect to, and BofA Securities relied, with the consent of Alexion, upon the assessments of Alexion and its representatives regarding, legal, regulatory, accounting, tax and similar matters relating to Alexion, AstraZeneca or any other entity and the proposed transaction (including the contemplated benefits thereof) as to which BofA Securities noted that Alexion obtained such advice as it deemed necessary from qualified professionals. BofA Securities further expressed no opinion as to what the value of AstraZeneca ADSs (or the underlying AstraZeneca ordinary shares) actually would be when issued or the prices at which Alexion common stock, AstraZeneca ADSs or AstraZeneca ordinary shares would trade at any time, including following announcement or consummation of the proposed transaction. In addition, BofA Securities expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the transaction or any related matter.

        BofA Securities' opinion was necessarily based on financial, economic, monetary, market, tax and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. While the credit, financial and stock markets have been experiencing unusual volatility, BofA Securities expressed no opinion or view as to any potential effects of such volatility on Alexion, AstraZeneca or the proposed transaction. It should be understood that subsequent developments may affect BofA Securities' opinion, and BofA Securities does not have any obligation to update, revise, or reaffirm its opinion. The issuance of BofA Securities' opinion was approved by a fairness opinion review committee of BofA Securities. Except as described in this summary, Alexion imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

        The discussion set forth below in "—Summary of Material Financial Analyses of Alexion," "—Summary of Material Financial Analyses of AstraZeneca" and "—Summary of Material Pro Forma Financial Analyses," beginning on page 66 represents a brief summary of the material financial analyses presented by BofA Securities to the Alexion board of directors in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Summary of Material Financial Analyses of Alexion

Selected Publicly Traded Companies Analysis.

        BofA Securities reviewed publicly available financial and stock market information of the following seven selected publicly traded companies in the biopharmaceutical industry:

AbbVie Inc.

Bristol-Myers Squibb Company

Amgen, Inc.

Gilead Sciences, Inc.

Regeneron Pharmaceuticals Inc.

Biogen Inc.

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UCB SA

        BofA Securities reviewed, among other things, the closing price per share for each selected company as of December 11, 2020, as a multiple of Wall Street analyst consensus estimates of calendar year 2021 and 2022 earnings per share ("EPS") for the applicable company unburdened by stock based compensation and amortization of purchased intangibles (such EPS, unburdened by stock based compensation and amortization of purchased intangibles, is referred to in this section as "Non-GAAP EPS," and such multiples are referred to in this section as "2021E Price/ Non-GAAP EPS" and "2022E Price/ Non-GAAP EPS"). Financial data of the selected companies were derived from their public filings and publicly available Wall Street research analysts' estimates published by FactSet as of December 11, 2020. The overall low to high 2021E Price/ Non-GAAP EPS multiples observed for the selected companies were 8.1x to 16.4x (with a mean of 11.1x and median of 9.6x). The overall low to high 2022E Price/ Non-GAAP EPS multiples observed for the selected companies were 7.4x to 14.3x (with a mean of 10.4x and median of 9.8x).

        Based on BofA Securities' review of the Price/ Non-GAAP EPS multiples for the selected companies and on its professional judgment and experience, BofA Securities applied a 2021E Price/ Non-GAAP EPS multiple reference range of 9.25x to 14.0x to Alexion management's estimates of calendar year 2021 Non-GAAP EPS as reflected in the Alexion management unaudited PTRS Alexion projections, and a 2022E Price/ Non-GAAP EPS multiple reference range of 9.0x to 13.0x to Alexion management's estimates of calendar year 2022 Non-GAAP EPS as reflected in the Alexion management unaudited PTRS Alexion projections to calculate implied equity value reference ranges per share of Alexion common stock (rounded to the nearest $1.00) for Alexion. This analysis indicated the following approximate implied equity value reference ranges per share of Alexion common stock, as compared to the implied value of the merger consideration, calculated by adding the $60.00 in cash merger consideration to $115.29, the implied value of the 2.1243 of AstraZeneca ADSs included in the merger consideration based on the $54.27 closing price of the AstraZeneca ADSs on December 11, 2020 ("implied merger consideration value"):

Implied Equity Value
Reference Range Per Share
of Alexion Common Stock
   
 
2021E Non-GAAP EPS
  2022E Non-GAAP EPS   Implied Merger Consideration Value  

$114 - $173

  $141 - $204   $ 175.29  

        No selected publicly traded company used in this analysis is identical or directly comparable to Alexion. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics (reflected, among other things, in differences in historical trading levels of these companies) and other factors that could affect the public trading or other values of the companies to which Alexion was compared.

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Selected Precedent Transactions Analysis.

        BofA Securities reviewed, to the extent publicly available, financial information relating to the following ten selected transactions involving acquisitions of publicly traded biopharmaceutical and large cap pharmaceutical companies since 2009.

Date
Announced
  Target   Acquiror
  06/25/19   Allergan plc   AbbVie Inc.
  01/03/19   Celgene Corporation   Bristol-Myers Squibb Company
  05/08/18   Shire plc   Takeda Pharmaceutical Company Limited
  01/26/17   Actelion Ltd   Johnson & Johnson
  01/11/16   Baxalta Incorporated   Shire plc
  11/17/14   Allergan plc   Actavis plc
  02/16/11   Genzyme Corporation   Sanofi-aventis
  03/12/09   Genentech, Inc.   Roche Holdings, Inc.
  03/09/09   Schering-Plough Corporation   Merck & Co., Inc.
  01/25/09   Wyeth   Pfizer Inc.

        For each of these transactions, BofA Securities reviewed the enterprise values implied for each target company based on the consideration paid in the selected transaction, as multiples of estimates of the target company's earnings before interest, taxes, depreciation and amortization ("EBITDA") (unburdened by stock-based compensation), for the calendar year in which the applicable transaction was announced if the transaction was announced prior to June 30, and the calendar year following the calendar year in which the applicable transaction was announced if the transaction was announced after June 30, or "CY EBITDA," and based on publicly available information at that time. The overall low to high enterprise value to EBITDA multiples of the target companies in the selected transactions were 8.0x to 28.2x (with a top quartile of 14.5x, a median of 11.3x and bottom quartile of 9.8x).

        Based on BofA Securities' review of the enterprise values to EBITDA multiples for the selected transactions and on its professional judgment and experience, BofA Securities applied an enterprise value to EBITDA multiple reference range of 9.5x to 14.5x to Alexion management's estimate of Alexion's calendar year 2021 EBITDA (unburdened by stock-based compensation), as reflected in the Alexion management unaudited PTRS Alexion projections, to calculate a range of implied enterprise values for Alexion. BofA Securities then calculated an implied equity value reference range per share of Alexion common stock (rounded to the nearest $1.00) for Alexion by subtracting from this range of implied enterprise values the net debt of Alexion as of September 30, 2020, as reflected in Alexion public filings, and dividing the result by a number of fully-diluted shares of Alexion common stock outstanding as of December 9, 2020 (calculated on a treasury stock method basis, based on information provided by the management of Alexion). This analysis indicated the following approximate implied equity value reference ranges per share of Alexion common stock (rounded to the nearest $1.00), as compared to the implied merger consideration value:

Implied Equity Value Reference
Range Per Share of Alexion
Common Stock
  Implied Merger
Consideration Value

$144 - $221

  $175.29

        No selected precedent transaction used in this analysis or the applicable business or target company is identical or directly comparable to Alexion or the transaction. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics, market conditions and other factors that could affect the acquisition or other values of the companies or transactions to which Alexion and the transaction were compared.

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Discounted Cash Flow Analysis

        BofA Securities performed a discounted cash flow analysis of Alexion to calculate a range of implied present values per share of Alexion common stock utilizing estimates of the standalone, unlevered, after-tax free cash flows Alexion was expected to generate over the period from September 30, 2020 through December 31, 2040 based on the Alexion management unaudited PTRS Alexion projections. Per Alexion management guidance, the analysis assumed no cash flows and terminal value for Alexion beyond 2040. The cash flows were discounted to present value as of September 30, 2020, utilizing mid-year discounting convention, and using a discount rate range of 7.0% to 9.5%, which was based on an estimate of Alexion's weighted average cost of capital, derived using the capital asset pricing model. BofA Securities then calculated implied equity value reference ranges per share of Alexion common stock (rounded to the nearest $1.00) for Alexion by deducting from this range of present values, Alexion's net debt as of September 30, 2020, as reflected in Alexion public filings and dividing the result by a number of fully-diluted shares of Alexion common stock outstanding (calculated on a treasury stock method basis, based on information provided by the management of Alexion). This analysis indicated the following approximate implied equity value reference range per share of Alexion common stock (rounded to the nearest $1.00) for Alexion, as compared to the implied merger consideration value:

Implied Equity Value Reference
Range Per share of Alexion
common stock
  Implied Merger
Consideration Value
 

$164 - $199

  $ 175.29  

Other Factors

        BofA Securities also noted certain additional factors that were not considered part of BofA Securities' financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things the following:

Discounted Cash Flow Analysis Sensitivity Analysis.  At the direction of and based on sensitivity inputs provided by Alexion management, BofA Securities also performed a sensitivity analysis to analyze the implied impact on the approximate implied equity value reference range per share of Alexion common stock for Alexion derived from the Discounted Cash Flow analysis described above under the heading "Summary of Material Financial Analyses of AlexionDiscounted Cash Flow Analysis," by varying certain of Alexion management's assumptions with respect to ANDEXXA pricing, ULTOMIRIS pricing and tax rates reflected in the Alexion management unaudited Alexion projections, as well as the illustrative discount rate used by BofA Securities, as described below. The following table presents the results of this analysis:
Sensitivity Analysis
   
  Implied Equity
Value Reference
Range Per share
of Alexion
common stock
 
ANDEXXA Pricing   ~40% EU price decrease for ANDEXXA as compared to Alexion management unaudited Alexion projections   $ 162 - $197  
ULTOMIRIS Pricing   ~5% ULTOMIRIS price decrease in 2023 and subsequently every 4 years thereafter   $ 154 - $186  
ANDEXXA & ULTOMIRIS Pricing   ~40% EU price decrease for ANDEXXA as compared to Alexion management unaudited Alexion projections   $ 152 - $183  

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Sensitivity Analysis
   
  Implied Equity
Value Reference
Range Per share
of Alexion
common stock
 
    ~5% ULTOMIRIS price decrease in 2023 and subsequently every 4 years thereafter        
Tax Rate   Tax rate increase to 28% by 2026, 33% by 2030, and 40% by 2032   $ 145 - $174  
Combined Sensitivities   ~40% EU price decrease for ANDEXXA as compared to Alexion management unaudited Alexion projections   $ 134 - $160  
    ~5% ULTOMIRIS price decrease in 2023 and subsequently every 4 years thereafter        
    Tax rate increase to 28% by 2026, 33% by 2030, and 40% by 2032        
Discount Rate   Illustrative discount rate range of 8.0% to 10.5%   $ 153 - $184  
52-Week Trading Range.  BofA Securities reviewed the trading range of the shares of Alexion common stock for the 52-week period ended December 11, 2020, which was $76 to $128.

Wall Street Analysts Price Targets.  BofA Securities reviewed certain publicly available equity research analyst price targets for the shares of Alexion common stock available as of December 11, 2020, and noted that the range of such price targets (discounted by one year at Alexion's estimated mid-point cost of equity of 8.25% and rounded to the nearest $1.00) was $110 to $165.

Premia Paid Analysis.  BofA Securities reviewed, among other things, the premia paid in selected public company pharmaceutical and biopharmaceutical acquisitions in relation to each target company's (i) closing share price on the day prior to announcement of the applicable transaction, and (ii) highest closing share price during the 52-week period prior to announcement of the applicable transaction (referred to in this section as the "52-Week High"). The 25th percentile, median and 75th percentile premia to the closing price on the day prior to announcement of the selected transactions were observed to be 38%, 47% and 65%, respectively. The 25th percentile, median and 75th percentile premia to the 52-Week High closing share price of the selected transactions were observed to be 10%, 32% and 57%, respectively. The 25th percentile, median and 75th percentile premia to the closing price on the day prior to announcement of the selected mixed consideration transactions were observed to be 34%, 39% and 54%, respectively. The 25th percentile, median and 75th percentile premia to the 52-Week High closing share price of the selected mixed consideration transactions were observed to be 1%, 6% and 36%, respectively. Based on this review, BofA Securities applied (i) an illustrative premia reference range of 30% to 55% to the closing price per share of Alexion common stock on December 11, 2020, and (ii) an illustrative premia reference range of 5% to 35% to the 52-Week High of the shares of Alexion common stock as of December 11, 2020, to derive approximate implied equity value reference ranges per share of Alexion common stock (rounded to the nearest $1.00) for Alexion, of $157 to $188 and $134 to $173, respectively.

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Summary of Material Financial Analyses of AstraZeneca

Selected Publicly Traded Companies Analysis.

        BofA Securities reviewed publicly available financial and stock market information of the following ten selected publicly traded companies in the pharmaceutical and biopharmaceutical industry:

Johnson & Johnson

Roche Holding AG

Pfizer Inc.

Merck & Co., Inc.

Novartis AG

Novo Nordisk A/S

Eli Lilly And Company

Sanofi-aventis

GlaxoSmithKline plc

Vertex, Inc.

        BofA Securities reviewed, among other things, the closing price per share for each selected company as of December 11, 2020, as a multiple of Wall Street analyst consensus estimates of calendar year 2021 and 2022 EPS for the applicable company (burdened by stock-based compensation and unburdened by amortization of purchased intangibles). Financial data of the selected companies were derived from their public filings and publicly available Wall Street research analysts' estimates published by FactSet as of December 11, 2020. The overall low to high 2021E Price/EPS multiples observed for the selected companies were 12.8x to 23.5x (with a mean of 16.8x and median of 15.0x). The overall low to high 2022E Price/EPS multiples observed for the selected companies were 11.4x to 20.8x (with a mean of 15.5x and median of 14.1x).

        Based on BofA Securities' review of the Price/EPS multiples for the selected companies and on its professional judgment and experience, BofA Securities applied a 2021E Price/EPS multiple reference range of 17.0x to 23.0x to estimates of calendar year 2021 core earnings per ordinary share of AstraZeneca (burdened by stock-based compensation and unburdened by amortization of intangibles and one-time charges), as reflected in the Alexion management unaudited AstraZeneca projections, and a 2022E Price/EPS multiple reference range of 15.5x to 20.0x to estimates of calendar year 2022 core earnings per ordinary share for AstraZeneca (burdened by stock-based compensation and unburdened by amortization of intangibles and one-time charges) as reflected in the Alexion management unaudited AstraZeneca projections, to calculate implied equity value reference ranges per AstraZeneca ordinary share. BofA Securities divided the implied equity value reference range per AstraZeneca ordinary share by the number of AstraZeneca ADSs underlying each ordinary share (2) to calculate the implied equity value reference range per AstraZeneca ADS (rounded to the nearest $1.00) for AstraZeneca. This analysis indicated the following approximate implied equity value reference ranges per AstraZeneca ADS, as compared to the closing price of the AstraZeneca ADSs on December 11, 2020 of $54.27:

Implied Equity Value
Reference Range Per AstraZeneca ADS
2021E Core Earnings
  2022E Core Earnings

$42 - $56

  $48 - $62

        No selected publicly traded company used in this analysis is identical or directly comparable to AstraZeneca. Accordingly, an evaluation of the results of this analysis is not entirely mathematical.

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Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics (reflected, among other things, in differences in historical trading levels of these companies) and other factors that could affect the public trading or other values of the companies to which AstraZeneca was compared.

Discounted Cash Flow Analysis

        BofA Securities performed a discounted cash flow analysis of AstraZeneca to calculate a range of implied present values per AstraZeneca ADS utilizing estimates of the standalone, unlevered, after-tax free cash flows AstraZeneca was expected to generate over the period from September 30, 2020 through December 31, 2030 based on the Alexion management unaudited AstraZeneca projections. BofA Securities calculated terminal values for AstraZeneca by applying a range of perpetuity growth rates of negative 3.0% to positive 1.0% based on Alexion management guidance, to the terminal year cash flows. The cash flows and the terminal year values were discounted to present value as of September 30, 2020, utilizing mid-year discounting convention, and using discount rates ranging from 6.0% to 7.5%, which were based on an estimate of AstraZeneca's weighted average cost of capital, derived using the capital asset pricing model. BofA Securities then calculated implied equity value reference ranges per AstraZeneca ADS (rounded to the nearest $1.00) for AstraZeneca by deducting from this range of present values AstraZeneca's net debt as of September 30, 2020, as reflected in AstraZeneca public filings and dividing the result by a number of fully-diluted AstraZeneca ordinary shares outstanding (calculated on a treasury stock method basis, based on information provided by the management of AstraZeneca and Alexion). This analysis indicated the following approximate implied equity value reference range per AstraZeneca ADS (based on there being 0.5 of an AstraZeneca ordinary share underlying each AstraZeneca ADS and rounded to the nearest $1.00) for AstraZeneca, as compared to the closing price of the AstraZeneca ADSs on December 11, 2020 of $54.27:

Implied Equity Value Reference
Range Per AstraZeneca ADS

$46 - $86

Other Factors

        BofA Securities also noted certain additional factors that were not considered part of BofA Securities' financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things the following:

52-Week Trading Range.  BofA Securities reviewed the trading range of the AstraZeneca ADSs for the 52-week period ended December 11, 2020, which was $38 to $61.

Wall Street Analysts Price Targets.  BofA Securities reviewed certain publicly available equity research analyst price targets for the AstraZeneca ordinary shares available as of December 11, 2020, and noted that the range of such price targets (discounted by one year at AstraZeneca's estimated mid-point cost of equity of 6.75% and assuming 0.757 GBP / USD exchange rate and rounded to the nearest $1.0) was $45 to $74.

Summary of Material Pro Forma Financial Analyses

Has/Gets Analysis

        BofA securities performed a Has/Gets Analysis to calculate the theoretical change in value for holders of Alexion common stock resulting from the transaction based on a comparison of (i) the pro forma ownership by holders of Alexion common stock of AstraZeneca giving effect to the transaction, and (ii) the 100% ownership by holders of Alexion common stock of the Alexion common stock on a stand-alone basis. For Alexion on a stand-alone basis, BofA Securities used the reference range obtained in its discounted cash flow analysis described above under "Summary of Material Financial

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Analyses of Alexion—Discounted Cash Flow Analysis." BofA Securities then performed the same analysis by calculating the range of implied per share equity values allocable to holders of Alexion common stock on a pro forma basis, giving effect to the transaction, by assuming approximately 15% pro forma ownership, based on the number of AstraZeneca ADSs estimated to be issued to holders of Alexion common stock in the transaction, utilizing the results of the standalone discounted cash flow analyses for Alexion and AstraZeneca described above under "Summary of Material Financial Analyses of Alexion—Discounted Cash Flow Analysis" and under "Summary of Material Financial Analyses of AstraZeneca—Discounted Cash Flow Analysis," and taking into account the cost-synergies. BofA Securities calculated the present value of the cost-synergies (including after-tax costs to achieve such cost-synergies) as of September 30, 2020 by using a discount rate range of 7.0% to 9.5%. Per Alexion management guidance, the analysis assumed no terminal value for the cost-synergies beyond 2040. BofA Securities then compared these implied per share equity value reference ranges to the implied per share equity value reference ranges derived for Alexion on a standalone basis utilizing the results of the standalone discounted cash flow analysis for Alexion described above.

        This analysis yielded the following implied per share equity value reference ranges for Alexion common stock on a stand-alone basis and on a pro forma basis (rounded to the nearest $1.00):

Per Share Equity Value
Reference Ranges for
Holders of Alexion Common Stock
Stand-Alone
  Pro-Forma

$164 - $199

  $159 - $236

Miscellaneous

        As noted above, the discussion set forth above in "—Summary of Material Financial Analyses of Alexion," "—Summary of Material Financial Analyses of AstraZeneca" and "—Summary of Material Pro Forma Financial Analyses" represents a brief summary of the material financial analyses presented by BofA Securities to the Alexion board of directors in connection with its opinion, and is not a comprehensive description of all analyses undertaken or factors considered by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities' analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

        In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Alexion and AstraZeneca. The estimates of the future performance of Alexion and AstraZeneca in or underlying BofA Securities' analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities' analyses. These analyses were prepared solely as part of BofA Securities' analysis of the fairness, from a financial point of view, to the holders of Alexion common stock of the merger consideration, to be received by such holders in the transaction and were provided to the Alexion board of directors in connection with the delivery of BofA Securities' opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities' view of the actual values of Alexion or AstraZeneca.

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        The type and amount of consideration payable in the transaction was determined through negotiations between Alexion and AstraZeneca, rather than by any financial advisor, and was approved by the Alexion board of directors. The decision to enter into the merger agreement was solely that of the Alexion board of directors. As described above, BofA Securities' opinion and analyses were only one of many factors considered by the Alexion board of directors in its evaluation of the proposed transaction and should not be viewed as determinative of the views of the Alexion board of directors or management or any other party with respect to the transaction or the merger consideration.

        Alexion has agreed to pay BofA Securities for its services in connection with the transaction an aggregate fee, which is estimated, based on the information available as of the date of announcement, to be of approximately $75 million, $2 million of which was payable upon delivery of its opinion and the remainder of which is payable upon the closing of the transaction. Alexion also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities' engagement and to indemnify BofA Securities any of its affiliates, its and their respective directors, officers, employees and agents and each other person controlling BofA Securities or any of its affiliates, against certain liabilities, including liabilities under the federal securities laws, arising out of BofA Securities' engagement.

        BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Alexion, AstraZeneca and certain of their respective affiliates.

        BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Alexion and have received or in the future may receive compensation for the rendering of these services, including (i) having acted as financial advisor to Alexion and certain of its affiliates in connection with certain transactions, (ii) having acted or acting as a co-lead arranger and as a joint-bookrunner for, and as a lender under, Alexion's revolving credit facility and term loan facility due 2023 and under certain term loans, letters of credit and credit, leasing and/or conduit facilities for Alexion or certain of its affiliates, (iii) having provided or providing certain treasury services and products to Alexion or certain of its affiliates, and (iv) having provided or providing certain fixed income, derivatives and foreign exchange trading services to Alexion or certain of its affiliates. From November 30, 2018, through November 30, 2020, BofA Securities and its affiliates derived aggregate revenues from Alexion and certain of its affiliates of approximately $18.5 million for corporate and/or investment banking services.

        In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to AstraZeneca and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as lender under certain term loans, letters of credit and credit, leasing and conduit facilities for AstraZeneca or certain of its affiliates, (ii) having acted as bookrunner on various equity and debt offerings undertaken by AstraZeneca or certain of its affiliates, (ii) having provided or providing certain treasury services and products to AstraZeneca or certain of its affiliates, and (iii) having provided or providing certain foreign exchange trading services to AstraZeneca or certain of its affiliates. From November 30, 2018, through November 30, 2020, BofA Securities and its affiliates derived aggregate revenues from AstraZeneca of approximately $17.5 million for corporate and/or investment banking services.

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Alexion Unaudited Prospective Financial Information

        On an annual basis, Alexion prepares for the use of the Alexion board of directors a long-range business and financial plan. In 2020, preparation of the long-range plan commenced in the first quarter and continued in the spring and summer. This long-range plan was reviewed by the Alexion board of directors in connection with its long-range and strategic planning (including at its meeting on August 31, 2020).

        The long-range plan included certain unaudited prospective financial information concerning Alexion on a standalone basis for the fiscal quarter ending December 31, 2020 and for the fiscal years ending December 31, 2021 through December 31, 2040, adjusted to reflect Alexion management's estimate of the probability of technical and regulatory success (which we refer to as "PTRS") for the company's pipeline products. We refer to these unaudited projections as the "Alexion management unaudited PTRS Alexion projections." The Alexion management unaudited PTRS Alexion projections were reviewed again by the Alexion board of directors in connection with their consideration of the proposed transaction, and also provided to BofA Securities, which was directed by Alexion management to use and rely upon the Alexion management unaudited PTRS Alexion projections for purposes of its financial analysis and fairness opinion.

        In addition, certain unaudited prospective financial information concerning Alexion on a standalone basis for the fiscal years ending December 31, 2021 through December 31, 2031 prepared without consideration of probability of technical and regulatory success for the company's pipeline products (i.e., assuming one hundred percent probability of technical and regulatory success), was provided to AstraZeneca, Evercore Partners International LLP ("Evercore") and Centerview Partners UKL LLP ("Centerview Partners") in connection with the proposed transaction. We refer to these projections as the "unaudited non-PTRS Alexion projections" and, together with the Alexion management unaudited PTRS Alexion projections, as the "Alexion management unaudited Alexion projections".

        In connection with the transaction, Alexion management also prepared certain unaudited prospective financial information concerning AstraZeneca on a standalone basis using publicly available Wall Street research analyst financial forecasts and consensus estimates for the fiscal years ending December 31, 2020 through December 31 2030. We refer to these unaudited projections as the "Alexion management unaudited AstraZeneca projections," and to the Alexion management unaudited Alexion projections and the Alexion management unaudited AstraZeneca projections, collectively, as the Alexion management unaudited projections. The Alexion management unaudited AstraZeneca projections were provided to the Alexion board of directors in connection with its consideration of the proposed transaction as well as to BofA Securities, which was directed by Alexion management to use and rely upon the Alexion management unaudited AstraZeneca projections for purposes of its financial analysis and fairness opinion.

        The Alexion management unaudited projections were prepared treating Alexion and AstraZeneca, respectively, on a standalone basis, without giving effect to the proposed transaction, including any impact of the negotiation or execution of the proposed transaction, the expenses that may be incurred in connection with the proposed transaction or the consummation thereof, the potential synergies that may be achieved by the combined company as a result of the proposed transaction, the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed or in anticipation of the proposed transaction, or the effect of any business or strategic decisions or actions which would likely have been taken if the merger agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the transaction. In connection with the proposed transaction, Alexion management prepared pro-forma analyses which were presented to the Alexion board of directors and assumed $300 million of annual pre-tax cost synergies, with half of that amount to be achieved during 2022 and

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the full amount to be achieved during 2023 and subsequent years. Alexion management assumed that the aggregate cost of achieving the projected cost synergies would be $300 million, with all of such cost to be incurred in 2022. These assumed cost synergies including cost to achieve such cost synergies, which we refer to collectively as the "Alexion management assumed cost synergies," are not reflected in the Alexion management unaudited projections. The Alexion management assumed cost synergies were provided to BofA Securities, which was directed by Alexion management to use and rely upon the Alexion management assumed cost synergies for purposes of its financial analysis and fairness opinion.

        Other than annual financial guidance provided to investors, which is generally updated each quarter, Alexion does not as a matter of course make public long-term forecasts or projections as to future performance, revenues, earnings or other results, due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty of the underlying assumptions and estimates. However, the financial projections by Alexion management are being included in this proxy statement/prospectus to give shareholders access to certain non-public information provided to the Alexion board of directors and Alexion's financial advisor and to AstraZeneca and its financial advisors. The inclusion of the financial projections by Alexion should not be regarded as an indication that the Alexion board of directors, Alexon, the AstraZeneca board of directors, AstraZeneca, BofA Securities, Centerview Partners or Evercore or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and they should not be relied on as such.

        In addition, the Alexion management unaudited projections and the Alexion management assumed cost synergies were not prepared with a view toward public disclosure or with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or GAAP, but, in the view of Alexion's management were prepared on a reasonable basis, reflected the best available estimates and judgments at the time of preparation, and presented as of the time of preparation, to the best of management's knowledge and belief, the expected course of action and the expected future financial performance of Alexion or AstraZeneca, as applicable. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the Alexion management unaudited projections or the Alexion management assumed cost synergies. Although Alexion's management believes there is a reasonable basis for the Alexion management unaudited projections and the Alexion management assumed cost synergies, Alexion cautions stockholders that future results could be materially different from the Alexion management unaudited projections and the Alexion management assumed cost synergies. This summary of the Alexion management unaudited projections and the Alexion management assumed cost synergies is included in this proxy statement/prospectus because the Alexion management unaudited projections and the Alexion management assumed cost synergies were provided to Alexion's financial advisor and to the Alexion board of directors for purposes of considering and evaluating the transaction and the merger agreement.

        The Alexion management unaudited projections and the Alexion management assumed cost synergies are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the Alexion management unaudited projections and the Alexion management assumed cost synergies are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by Alexion's management as of the date of their preparation. These estimates and assumptions may prove to be inaccurate for any number of reasons, including general economic conditions, trends in the biopharmaceutical industry, the regulatory environment, competition, and the risks discussed in this proxy statement/prospectus under the sections entitled "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors" beginning on pages 15 and 29, respectively. See also "Where You Can Find Additional Information" beginning on page 185 of this proxy statement/prospectus. The Alexion

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management unaudited projections and the Alexion management assumed cost synergies also reflect assumptions as to certain business decisions that are subject to change. Because the Alexion management unaudited projections were developed for Alexion on a standalone basis without giving effect to the transaction, they do not reflect any divestitures or other restrictions that may be imposed in connection with the receipt of any necessary governmental or regulatory approvals, any synergies that may be realized as a result of the transaction or any changes to Alexion's or AstraZeneca's operations or strategy that may be implemented after completion of the transaction. There can be no assurance that the Alexion management unaudited projections or the Alexion management assumed cost synergies will be realized, and actual results may differ materially from those shown. Generally, the further out the period to which the Alexion management unaudited projections and the Alexion management assumed cost synergies relate, the less predictable and more unreliable the information becomes.

        The Alexion management unaudited projections contain certain non-GAAP financial measures that Alexion believes are helpful in understanding its past financial performance and future results. Alexion management regularly uses a variety of financial measures that are not in accordance with GAAP for forecasting, budgeting and measuring financial performance. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures. While Alexion believes that these non-GAAP financial measures provide meaningful information to help investors understand the operating results and to analyze Alexion's financial and business trends on a period-to-period basis, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of Alexion's competitors and may not be directly comparable to similarly titled measures of Alexion's competitors due to potential differences in the exact method of calculation.

        None of Alexion, AstraZeneca, the combined company or their respective affiliates, advisors, officers, directors or other representatives can provide any assurance that actual results will not differ from the Alexion management unaudited projections or the Alexion management assumed cost synergies, and none of them undertakes any obligation to update, or otherwise revise or reconcile, the Alexion management unaudited projections or the Alexion management assumed cost synergies to reflect circumstances existing after the date the Alexion management unaudited projections or the Alexion management assumed cost synergies were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Alexion management unaudited projections or the Alexion management assumed cost synergies, as applicable, are shown to be in error. Except as required by applicable securities laws, Alexion does not intend to make publicly available any update or other revision to the Alexion management unaudited projections or the Alexion management assumed cost synergies, even in the event that any or all assumptions are shown to be in error. None of Alexion or its affiliates, advisors, officers, directors or other representatives has made or makes any representation to any Alexion stockholder or other person regarding Alexion's ultimate performance compared to the information contained in the Alexion management unaudited projections or the Alexion management assumed cost synergies or that forecasted results will be achieved. Alexion has made no representation to AstraZeneca, in the merger agreement or otherwise, concerning the Alexion management unaudited projections or the Alexion management assumed cost synergies.

        The prospective financial information included in this document has been prepared by, and is the responsibility of, Alexion management. Neither PricewaterhouseCoopers LLP, US nor PricewaterhouseCoopers LLP, UK has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, neither PricewaterhouseCoopers LLP, US nor PricewaterhouseCoopers LLP, UK expresses an opinion or any other form of assurance with respect thereto. PricewaterhouseCoopers LLP, US's and PricewaterhouseCoopers LLP, UK's reports incorporated by reference in this document relate to

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previously issued financial statements. They do not extend to the prospective financial information and should not be read to do so.

        The following tables present a summary of the Alexion management unaudited PTRS Alexion projections that were reviewed by the Alexion board of directors in connection with its consideration of the proposed transaction and provided to BofA Securities for purposes of its financial analysis and fairness opinion.

(Dollars in millions except EPS)
  Q4 '20E   2021E   2022E   2023E   2024E   2025E   2026E   2027E   2028E   2029E   2030E  

Total Revenue

  $ 1,472   $ 6,250   $ 7,187   $ 7,868   $ 8,836   $ 9,807   $ 10,253   $ 10,604   $ 10,926   $ 11,452   $ 11,561  

Non-GAAP Operating Income (Post-SBC)(1)

    612     3,058     3,828     4,276     4,955     5,688     6,031     6,297     6,578     6,987     7,109  

Tax-Effected EBIT(2)

    515     2,538     3,177     3,549     4,112     4,721     4,945     5,163     5,394     5,729     5,829  

Unlevered Free Cash Flow(3)

    588     2,002     2,538     2,734     3,482     4,298     4,730     5,006     5,333     5,617     5,905  

Non-GAAP EPS (Pre-SBC)(4)

        $ 12.33   $ 15.65                                                  

 

(Dollars in millions)
  2031E   2032E   2033E   2034E   2035E   2036E   2037E   2038E   2039E   2040E  

Total Revenue

  $ 11,201   $ 10,956   $ 10,642   $ 10,494   $ 10,051   $ 7,956   $ 6,199   $ 5,191   $ 4,293   $ 3,852  

Non-GAAP Operating Income (Post-SBC)(1)

    6,943     6,821     6,628     6,554     6,289     4,961     3,876     3,206     2,593     2,300  

Tax-Effected EBIT(2)

    5,693     5,593     5,435     5,374     5,157     4,068     3,178     2,629     2,126     1,886  

Unlevered Free Cash Flow(3)

    5,942     5,773     5,603     5,518     5,361     4,563     3,538     2,779     2,230     1,937  

(1)
Non-GAAP Operating Income (Post-SBC), a non-GAAP term, refers to Total Revenue less cost of goods sold, less research and development expense, less selling, general and administrative expense, less stock-based compensation expense, and excluding one-time items, milestone payments and amortization of purchased intangibles.

(2)
Tax-Effected EBIT, a non-GAAP term, refers to Non-GAAP Operating Income (Post-SBC) less estimated tax expense.

(3)
Unlevered Free Cash Flows, a non-GAAP term, refers to Tax-Effected EBIT plus depreciation, less changes in net working capital, less milestone payments, less capital expenditures.

(4)
Non-GAAP EPS (Pre-SBC), a non-GAAP term, refers to Non-GAAP Net Income (Pre-SBC) divided by estimated fully diluted shares outstanding. Non-GAAP Net Income (Pre-SBC), a non-GAAP term, refers to Non-GAAP Operating Income (Post-SBC) plus stock-based compensation expense, less interest expense, less other income / expense, less estimated tax expense.

        The following tables present a summary of the unaudited non-PTRS Alexion projections that were provided to AstraZeneca, Evercore and Centerview Partners in connection with the proposed transaction:

(Dollars in millions)
  2021E   2022E   2023E   2024E   2025E   2026E   2027E   2028E   2029E   2030E   2031E  

Total Revenue

  $ 6,466   $ 7,537   $ 8,501   $ 10,268   $ 12,303   $ 14,148   $ 16,140   $ 18,266   $ 20,604   $ 22,283   $ 23,083  

Gross Profit

    5,821     6,765     7,540     9,014     10,894     12,571     14,392     16,335     18,483     20,057     20,877  

Operating Profit(1)

    3,517     4,280     4,822     6,039     7,645     9,005     10,463     12,080     13,920     15,233     15,951  

Non-GAAP Net Income(2)

    2,844     3,481     3,977     5,009     6,343     7,382     8,578     9,905     11,414     12,491     13,081  

(1)
Operating Profit refers to Total Revenue less cost of goods sold, less research and development expense, less selling, general and administrative expense, and excluding one-time items, milestone payments and amortization of purchased intangibles. Note this figure is before accounting for stock-based compensation expense.

(2)
Non-GAAP Net Income, a non-GAAP term, refers to operating income less interest expense, less other income / expense, less estimated tax expense.

        The following table presents a summary of the Alexion management unaudited AstraZeneca projections that were provided to the Alexion board of directors in connection with its consideration of

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the proposed transaction as well as to BofA Securities for purposes of its financial analysis and fairness opinion:

(Dollars in millions except EPS)
  2020E   2021E   2022E   2023E   2024E   2025E   2026E   2027E   2028E   2029E   2030E  

Total Revenue

  $ 26,501   $ 29,840   $ 33,820   $ 37,293   $ 41,065   $ 44,268   $ 46,412   $ 47,773   $ 48,435   $ 48,065   $ 46,723  

Core EBIT(1)

    7,509     8,817     10,998     13,096     15,427     17,145     17,953     18,467     18,716     18,576     18,071  

Unlevered Free Cash Flow(2)

          4,487     4,784     7,138     8,787     11,954     13,293     13,852     14,245     14,860     14,703  

Core EPS(3)

        $ 4.89   $ 6.24                                                  

(1)
Core EBIT, a non-GAAP term, refers to Total Revenue less cost of goods sold, less research and development expense, less selling, general and administrative expense, plus other operating income.

(2)
Unlevered Free Cash Flow, a non-GAAP term, refers to Core EBIT less estimated tax expense, plus depreciation, less restructuring payments, less purchase of intangible assets, less changes in net working capital, less capital expenditures.

(3)
Core EPS, a non-GAAP term, refers to Core Net Income (post-SBC) divided by estimated fully diluted shares outstanding. Core Net Income, a non-GAAP term, refers to Core EBIT, less net interest and associates, less estimated taxes, less minority interest expense.

Listing of AstraZeneca ADSs

        It is a condition to the completion of the transaction that the AstraZeneca ADSs to be issued in connection with the transaction are approved for listing on Nasdaq, subject to official notice of issuance. In addition, it is a requirement that AstraZeneca receive acknowledgement by the FCA and the LSE that the ordinary shares represented by the AstraZeneca ADSs to be issued in connection with the transaction shall be admitted to the premium segment of the FCA's official list and to trading on the LSE's main market for listed securities. AstraZeneca must use its best efforts to cause the AstraZeneca ADSs to be issued in the transaction as part of the merger consideration to be listed on Nasdaq prior to the first effective time. For more information see the sections of this proxy statement/prospectus entitled "The Merger Agreement—Listing of AstraZeneca ADSs" and "The Merger Agreement—Conditions to Completion of the Transaction," respectively.

Delisting and Deregistration of Alexion Common Stock

        If the transaction is completed, Alexion common stock will be delisted from the Nasdaq and deregistered under the Exchange Act, and Alexion will no longer be required to file periodic reports with the SEC with respect to Alexion common stock.

        Alexion and AstraZeneca have agreed to cooperate with each other in taking, or causing to be taken, all actions necessary to delist the Alexion common stock from the Nasdaq and to terminate its registration under the Exchange Act, provided that such delisting and deregistration will not be effective until the first effective time.

Interests of Alexion's Directors and Executive Officers in the Transaction

        In considering the recommendation of the Alexion board of directors to adopt the merger agreement, Alexion stockholders should be aware that Alexion's directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Alexion stockholders generally. Alexion's board of directors was aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement, in reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement (including the transaction), and in recommending to Alexion stockholders that the merger agreement be

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approved. Such interests are described below. The transaction will be a "change in control" for purposes of the Alexion executive compensation and benefit plans and agreements described below.

Certain Assumptions

        Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

The relevant price per share of Alexion common stock is $157.39, which is the average closing price per share of Alexion common stock as reported on Nasdaq over the first five business days following the first public announcement of the transaction on December 12, 2020;

The first effective time as referenced in this section occurs on February 12, 2021, which is the assumed date of the first effective time solely for purposes of the disclosure in this section; and

The employment of each executive officer of Alexion was terminated by Alexion without "cause" or due to the officer's resignation for "good reason" (as such terms are defined in the relevant plans and agreements), in either case immediately following the first merger and on the assumed date of the first effective time of February 12, 2021.

        The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above, and do not reflect certain compensation actions that may occur before completion of the transaction.

Treatment of Outstanding Equity Awards

Alexion Stock Options

        The merger agreement provides that, at the first effective time, each compensatory option to purchase shares of Alexion common stock under any Alexion stock plan that is outstanding and unexercised immediately prior to the first effective time, which is referred to in this proxy statement/prospectus as an Alexion Stock Option, whether or not vested, will be cancelled in consideration for the right to receive, within five business days following the first effective time, the merger consideration, without interest and less applicable withholding taxes, in respect of each net option share subject to such Alexion Stock Option immediately prior to the first effective time. For purposes of this proxy statement/prospectus, net option share means, with respect to an Alexion Stock Option, the quotient obtained by dividing (i) the product obtained by multiplying (A) the excess, if any, of the value of the merger consideration over the exercise price per share of Alexion common stock subject to such Alexion Stock Option immediately prior to the first effective time by (B) the number of shares of Alexion common stock subject to such Alexion Stock Option immediately prior to the first effective time by (ii) the value of the merger consideration. For purposes of the preceding sentence, the value of the merger consideration that consists of AstraZeneca ADSs shall equal the product of (x) the exchange ratio and (y) the average of the volume weighted averages of the trading prices of AstraZeneca ADSs on the Nasdaq on each of the five consecutive trading days ending on (and including) the trading day that is two trading days prior to the closing date (which average price we refer to as the "AstraZeneca ADS Price").

Alexion Restricted Stock Unit Awards

        The merger agreement provides that, at the first effective time, each restricted stock unit award with respect to shares of Alexion common stock outstanding under any Alexion stock plan that vests solely based on the passage of time, which is referred to in this proxy statement/prospectus as an Alexion RSU Award, will be treated as described below.

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        If such Alexion RSU Award is held by a non-employee director of Alexion, it will automatically become fully vested and cancelled and converted into the right to receive, within five business days following the first effective time, the merger consideration, without interest and less applicable withholding taxes, with respect to each share of Alexion common stock subject to such Alexion RSU Award immediately prior to the first effective time. Based on the assumptions described above under "—Certain Assumptions", the estimated aggregate amount that would become payable to Alexion's nine non-employee directors in respect of their unvested Alexion RSU Awards is $5,493,068.

        Each other Alexion RSU Award will be assumed by AstraZeneca and will be converted into an equivalent AstraZeneca restricted stock unit award, with the number of AstraZeneca ADSs underlying each converted award equal to (i) the number of shares of Alexion common stock underlying such Alexion RSU Award multiplied by (ii) the equity award exchange ratio, rounded up to the nearest whole number of shares. For purposes of this proxy statement/prospectus, "equity award exchange ratio" means the sum, rounded to four decimal places, equal to (A) the exchange ratio, plus (B) the quotient obtained by dividing (1) the cash consideration by (2) the AstraZeneca ADS Price.

        Each such assumed AstraZeneca restricted stock unit award will continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Alexion RSU Award immediately prior to the first effective time (including any terms and conditions relating to vesting (except as otherwise noted below) and accelerated vesting on a termination of the holder's employment in connection with or following the merger).

Alexion Performance Stock Unit Awards

        The merger agreement provides that, at the first effective time, each restricted stock unit award with respect to shares of Alexion common stock outstanding under any Alexion stock plan that vests based on the achievement of performance goals, which is referred to in this proxy statement/prospectus as an Alexion PSU Award, will be assumed by AstraZeneca and will be converted into an AstraZeneca restricted stock unit award that settles in a number of AstraZeneca ADSs equal to the product of (i) the number of shares of Alexion common stock underlying the Alexion PSU Award immediately prior to the first effective time (determined by deeming the applicable performance goals to be achieved at the greater of the target level and the actual level of achievement through the latest practicable date prior to the first effective time), subject to a limit of 175% of target for Alexion PSU Awards granted in 2019 and 150% of target for Alexion PSU Awards granted in 2020, multiplied by (ii) the equity award exchange ratio, rounded up to the nearest whole number of shares.

        Each such assumed AstraZeneca restricted stock unit award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Alexion PSU Award immediately prior to the first effective time (including any terms and conditions related to time-vesting (except as otherwise noted below) and accelerated vesting on a termination of the holder's employment in connection with or following the merger but excluding performance-based vesting conditions).

Double Trigger Accelerated Vesting of Alexion Equity Awards

        Pursuant to the terms of the employment agreements described below and the award agreements for the Alexion Stock Options, Alexion RSU Awards and Alexion PSU Awards held by Alexion's executive officers, if an executive officer's employment is terminated by Alexion without "cause" or due to the executive officer's resignation for "good reason", in each case, on or within 24 months (in the case of awards granted prior to 2020) or 18 months (in the case of award granted in 2020 or later) following a change in control of Alexion, all such equity awards then held by such executive officer would fully vest upon such termination of employment.

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        These "double trigger" vesting provisions applicable to Alexion equity awards held by executive officers will continue to apply to such awards after such awards are assumed by AstraZeneca at the effective time of the first merger.

        See the section entitled "Quantification of Potential Payments and Benefits to Alexion's Named Executive Officers in Connection with the Transaction" beginning on page 84 of this proxy statement/prospectus for an estimate of the value of each of Alexion's named executive officer's unvested Alexion equity awards. Based on the assumptions described above under "—Certain Assumptions" and including 2021 annual equity awards that have been approved by the leadership and compensation committee of the Alexion board of directors and will be granted on February 28, 2021 in accordance with Alexion's equity grant policy, the estimated aggregate value of the unvested equity awards held by Alexion's two executive officers who are not named executive officers is: unvested Alexion Stock Options—$180,087; unvested Alexion RSU Awards—$10,807,224; and unvested Alexion PSU Awards (assuming achievement of the applicable performance goals at the target level)—$7,976,683.

Retention-Related Acceleration of Vesting of Certain Converted RSU Awards

        Alexion and AstraZeneca have agreed that each Alexion employee, including each executive officer, who remains employed by Alexion and its affiliates (including, after the first effective time, AstraZeneca and its subsidiaries) through the first anniversary of the first effective time will receive accelerated vesting, effective as of the first anniversary of the first effective time, of the portion of each then-outstanding AstraZeneca restricted stock unit award received by such employee in the transaction in respect of an Alexion RSU Award or Alexion PSU Award that is scheduled to vest on or before the second anniversary of the first effective time.

        Based on the assumptions described above under "—Certain Assumptions" and including 2021 annual equity awards that have been approved by the leadership and compensation committee of the Alexion board of directors and will be granted on February 28, 2021 in accordance with Alexion's equity grant policy, the estimated value of the converted Alexion RSU Awards and converted Alexion PSU Awards (assuming achievement of the applicable performance goals at the target level) that would become vested pursuant to this acceleration provision for each named executive officer is included in the table below and the estimated aggregate value for Alexion's two executive officers who are not named executive officers is $5,577,862.

Named Executive Officer
  Accelerated
Converted
RSU Awards ($)
 

Ludwig Hantson

    18,777,060  

Aradhana Sarin

    4,259,918  

Brian Goff

    4,869,647  

John Orloff

    4,869,647  

Ellen Chiniara

    4,225,843  

Officer Employment Agreements

        Each Alexion executive officer has entered into an employment agreement with Alexion that provides that, in the event that the officer's employment with Alexion is terminated within 18 months following a change in control of Alexion (1) by Alexion without cause, (2) by the officer for good reason or following a constructive termination, or (3) upon non-renewal of the officer's employment agreement by Alexion, then Alexion will be obligated to pay the officer (a) a cash lump sum payment equal to (i) 2.0 (or 3.0, in the case of the Chief Executive Officer) multiplied by (ii) the sum of the officer's then-current base salary and an amount equal to the officer's target annual cash incentive award for the year in which the termination of employment occurs (or, in the case of the Chief

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Executive Officer, the greater of such target amount and his average annual cash incentive award for the two years preceding the year in which is termination of employment occurs), (b) a pro rata amount of the officer's target annual cash incentive award for the year in which the termination occurs, and (c) a lump sum cash amount that, after applicable taxes and withholdings are deduced, is equal to the value of the premiums that otherwise would have been paid by Alexion for the officer's and the officer's eligible dependents' participation in Alexion's health and welfare plans for an 18-month period.

        The executive officer employment agreements provide that, if the compensation and benefits payable to the officer would be subject to an excise tax under Section 4999 of the Code, such amounts shall either be paid in full or reduced to the level that would avoid application of the excise tax, whichever would place the executive officer in a better after-tax position.

        Pursuant to the terms of each executive officer employment agreement, each executive officer is subject to noncompetition and nonsolicitation covenants (except that the General Counsel is not subject to a noncompetition covenant) that apply during employment and for a period of 18 months following termination of employment for any reason (or 24 months, in the case of the Chief Executive Officer, and 12 months following termination other than a termination without cause, in the case of the Chief Financial Officer).

        See the section entitled "Quantification of Potential Payments and Benefits to Alexion's Named Executive Officers in Connection with the Transaction" beginning on page 84 of this proxy statement/prospectus for the estimated amounts that each of Alexion's named executive officers would receive under their employment agreements upon a qualifying termination of employment following a change in control of Alexion. Based on the assumptions described above under "—Certain Assumptions," the estimated aggregate amount of the cash severance payments (including a prorated target annual cash incentive award) that Alexion's two executive officers who are not named executive officers would receive under their employment agreements upon a qualifying termination of employment following a change in control of Alexion is $4,159,989.

Treatment of Annual Bonus

        Under the terms of the merger agreement, Alexion may provide to each Alexion employee who is eligible to participate in an Alexion annual bonus program, including each executive officer, a prorated portion of the annual bonus with respect to the portion of the year of the closing that occurs prior to the closing, which bonus will be determined based on actual performance through the latest practicable date prior to the closing date, as determined by Alexion prior to the first effective time.

        See the section entitled "Quantification of Potential Payments and Benefits to Alexion's Named Executive Officers in Connection with the Transaction" beginning on page 84 of this proxy statement/prospectus for the estimated amount of the prorated bonus payment that each of Alexion's named executive officers would receive under the terms of the merger agreement. Based on the assumptions described above under "—Certain Assumptions," and assuming that the applicable performance goals are achieved at the target level, the estimated aggregate amount of the prorated bonus payments that Alexion's two executive officers who are not named executive officers would receive under the terms of the merger agreement is $98,510.

Transaction Bonus Awards

        Alexion and AstraZeneca have agreed that, prior to the first effective time, Alexion may grant cash transaction bonus awards to Alexion employees in an aggregate amount of up to $40 million. Each transaction bonus award would vest and become payable during the six-month period commencing on the first effective time, subject to the recipient's continued employment with Alexion and its affiliates through the applicable vesting date, or upon an earlier termination of employment by Alexion without

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cause, by the recipient for good reason, or due to the recipient's death or permanent disability (or earlier if agreed by the parties). Although each of Alexion's executive officers is eligible to receive a transaction bonus award, as of the date of this proxy statement/prospectus, no executive officer of Alexion has been granted a transaction bonus award in connection with the transaction.

Indemnification and Insurance

        Pursuant to the terms of the merger agreement, Alexion non-employee directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors' and officers' liability insurance policies following the transaction. Such indemnification and insurance coverage is further described in the section entitled "The Merger Agreement—Indemnification and Insurance" beginning on page 130 of this proxy statement/prospectus.

Ownership of AstraZeneca Ordinary Shares

        David R. Brennan, Chairman of the Board of Directors of Alexion, holds 81,000 AstraZeneca ordinary shares acquired in connection with his previous employment with AstraZeneca, which ended in 2012.

Agreements with AstraZeneca

        Any Alexion executive officers who become officers or employees or who otherwise are retained to provide services to AstraZeneca or the surviving corporation may, prior to, on, or following the closing of the transaction, enter into new individualized compensation arrangements with AstraZeneca or the surviving corporation and may participate in cash or equity incentive or other benefit plans maintained by AstraZeneca or the surviving corporation. As of the date of this proxy statement/prospectus, no new individualized compensation arrangements between Alexion's executive officers and AstraZeneca or the surviving corporation have been established.

Quantification of Potential Payments and Benefits to Alexion's Named Executive Officers in Connection with the Transaction

        The information set forth in the table below is intended to comply with Item 402(t) of the SEC's Regulation S-K, which requires disclosure of information about certain compensation for each named executive officer of Alexion that is based on, or otherwise relates to, the transaction. For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption "Interests of Alexion's Directors and Executive Officers in the Transaction" above.

        The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before completion of the transaction. For purposes of calculating such amounts, the following assumptions were used:

The relevant price per share of Alexion common stock is $157.39, which is the average closing price per share of Alexion common stock as reported on Nasdaq over the first five business days following the first public announcement of the transaction on December 12, 2020;

The first effective time as referenced in this section occurs on February 12, 2021, which is the assumed date of the first effective time solely for purposes of the disclosure in this section; and

The employment of each named executive officer of Alexion was terminated by Alexion without "cause" or due to the officer's resignation for "good reason" (as such terms are defined in the

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relevant plans and agreements), in either case immediately following the first effective time and on the assumed date of the first effective time of February 12, 2021.

Named Executive Officer(1)
  Cash ($)(2)   Equity($)(3)   Perquisites /
Benefits($)(4)
  Total ($)(5)  

Ludwig Hantson

    12,457,862     47,788,980     61,587     60,308,429  

Aradhana Sarin

    2,937,504     12,792,502     60,017     15,790,023  

Brian Goff

    2,934,566     12,900,737     78,730     15,914,033  

John Orloff

    3,053,535     13,148,243     61,587     16,263,365  

Ellen Chiniara

    2,609,605     10,615,326     61,587     13,286,518  

(1)
Anne-Marie Law, former Chief Human Experience Officer of Alexion, terminated employment with Alexion on August 21, 2020. In connection with her separation, a prorated number of Ms. Law's outstanding Alexion PSU Awards remained outstanding and eligible to vest in accordance with their terms. As of February 12, 2021, Ms. Law holds Alexion PSU Awards granted in 2019, relating to 9,120 shares of Alexion common stock, and 2020, relating to 4,210 shares of Alexion common stock, in each case, assuming that the applicable performance goals are achieved at the target level. Ms. Law's Alexion PSU Awards are subject to the terms of the merger agreement, including the determination of the applicable performance goals at the first effective time (see "Interests of Alexion's Directors and Executive Officers in the Transaction—Alexion Performance Stock Unit Awards").

(2)
Cash. Consists of (a) a cash severance payment equal to (i) 2.0 (or 3.0, in the case of the Chief Executive Officer) multiplied by the sum of the named executive officer's then-current base salary and an amount equal to the named executive officer's annual target cash incentive award for the year in which the termination of employment occurs (or, in the case of the Chief Executive Officer, the greater of such target amount and his average annual cash incentive award for the two years preceding the year in which is termination of employment occurs), plus (ii) a pro rata amount of the named executive officer's target annual cash incentive award for the year in which the termination occurs, and (b) a prorated portion of the annual bonus with respect to the portion of the year of the closing that occurs prior to the closing, which bonus will be determined based on actual performance through the latest practicable date prior to the closing date (which actual performance is assumed to equal target performance for purposes of this quantification). The cash severance payment is "double trigger" and becomes payable only upon a qualifying termination of employment following a change in control of Alexion under the terms of the applicable employment agreement (see "Interests of Alexion's Directors and Executive Officers in the Transaction—Officer Employment Agreements"). The prorated bonus payment based on actual performance is "single trigger" and becomes payable upon the closing (see "Interests of Alexion's Directors and Executive Officers in the Transaction—Treatment of Annual Bonus"). The estimated amount of each such payment is shown in the following table:
Named Executive Officer
  Severance ($)   Prorated
Bonus ($)
  Total ($)  

Ludwig Hantson

    12,244,906     212,956     12,457,862  

Aradhana Sarin

    2,869,552     67,952     2,937,504  

Brian Goff

    2,866,682     67,884     2,934,566  

John Orloff

    2,982,899     70,636     3,053,535  

Ellen Chiniara

    2,549,238     60,367     2,609,605  
(3)
Equity. Includes accelerated vesting of Alexion RSU Awards and Alexion PSU Awards upon a qualifying termination of employment following a change in control of Alexion; this accelerated vesting is a "double trigger" benefit and is triggered only upon a qualifying termination of

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employment following a change in control of Alexion. Also includes accelerated vesting of unvested Alexion Stock Options upon the first effective time; this accelerated vesting is a "single trigger" benefit. Amounts are inclusive of 2021 annual equity awards that have been approved by the leadership and compensation committee of the Alexion board of directors and will be granted on February 28, 2021 in accordance with Alexion's equity grant policy. For further details regarding the treatment of Alexion equity awards in connection with the transaction, see "Interests of Alexion's Directors and Executive Officers in the Transaction—Treatment of Outstanding Equity Awards". The estimated value of such awards are shown in the following table (in the case of Alexion PSU Awards, this estimated value assumes that the applicable performance goals are achieved at the target level):

Named Executive Officer
  Alexion Stock
Options ($)
  Alexion RSU
Awards ($)
  Alexion PSU
Awards ($)
  Total ($)  

Ludwig Hantson

    136,796     23,859,694     23,792,489     47,788,980  

Aradhana Sarin

        7,200,907     5,591,595     12,792,502  

Brian Goff

    155,648     6,808,967     5,936,121     12,900,737  

John Orloff

        7,212,121     5,936,121     13,148,243  

Ellen Chiniara

        5,222,515     5,392,811     10,615,326  
(4)
Perquisites/Benefits. Consists of estimated amount of the lump sum cash amount that, after applicable taxes and withholdings are deduced, is equal to the value of the premiums that otherwise would have been paid by Alexion for the named executive officer's and the named executive officer's eligible dependents' participation in Alexion's health and welfare plans for an 18-month period. Such payment is "double trigger" and is provided only upon a qualifying termination of employment following a change in control of Alexion (see "Interests of Alexion's Directors and Executive Officers in the Transaction—Officer Employment Agreements"). The estimated value of each such payment is shown in the following table:
Named Executive Officer
  Welfare
Benefits ($)
 

Ludwig Hantson

    61,587  

Aradhana Sarin

    60,017  

Brian Goff

    78,730  

John Orloff

    61,587  

Ellen Chiniara

    61,587  
(5)
Cutback. Amounts reported in this table do not reflect the impact of the better net after-tax cutback that may apply to the payments and benefits of the named executive officers in the event that the excise tax applicable under Section 4999 of the Code would otherwise apply. See "Interests of Alexion's Directors and Executive Officers in the Transaction—Officer Employment Agreements."

Accounting Treatment of the Transaction

        The transaction will be accounted for as a business combination using the acquisition method of accounting in accordance with IFRS under IFRS 3, Business Combinations, referred to as IFRS 3. IFRS requires that one of the two companies in a transaction be designated as the acquirer for accounting purposes based on the evidence available. AstraZeneca will be treated as the acquiring entity for accounting purposes. In identifying AstraZeneca as the acquiring entity for accounting purposes, AstraZeneca and Alexion took into account the relative voting rights of all equity instruments, the intended composition of the governing body and senior management of the combined company and the size of each of the companies. In assessing the size of each of the companies, AstraZeneca and Alexion management evaluated various metrics, including, but not limited to, revenue, profit before taxation, total assets and market capitalization. No single factor was the sole determinant

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in the overall conclusion that AstraZeneca is the acquirer for accounting purposes; rather, all factors were considered in arriving at such conclusion. Accordingly, AstraZeneca will record assets acquired, including identifiable intangible assets, and liabilities assumed from Alexion at their respective fair values at the date of completion of the transaction. Any excess of the purchase price over the net fair value of such assets and liabilities will be recorded as goodwill.

        The financial condition and results of operations of AstraZeneca after completion of the transaction will reflect Alexion after completion of the transaction, but will not be restated retroactively to reflect the historical financial condition or results of operations of Alexion. The earnings of AstraZeneca following the completion of the transaction will reflect acquisition accounting adjustments, including the effect of changes in the carrying value for assets and liabilities on depreciation expense, amortization expense and interest expense. Indefinite-lived intangible assets, including certain trademarks, and goodwill will not be amortized but will be tested for impairment at least annually, and all tangible and intangible assets including goodwill will be tested for impairment when certain indicators are present. If, in the future, AstraZeneca determines that tangible or intangible assets (including goodwill) are impaired, AstraZeneca would record an impairment charge at that time.

Regulatory Approvals Required for the Transaction

General

        As more fully described in this proxy statement/prospectus and in the merger agreement, and subject to the terms and conditions of the merger agreement, AstraZeneca and Alexion have each agreed to use their respective reasonable best efforts to obtain all regulatory approvals required to complete the transaction. This includes (i) preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all filings necessary to complete the transaction, (ii) using reasonable best efforts to obtain, as promptly as practicable, and thereafter maintain, all consents from any governmental authority or other third party that are necessary, proper or advisable to consummate the transaction, and complying with the terms and conditions of each consent, (iii) cooperating with the other parties to the merger agreement in their efforts to comply with their obligations under the merger agreement, including in seeking to obtain as promptly as practicable any consents necessary, proper or advisable to complete the transaction and (iv) using reasonable best efforts to contest certain actions, suits, investigations or proceedings brought by, or orders that have been entered by, a court or governmental authority of competent jurisdiction relating to the merger agreement or the consummation of the transactions contemplated by the merger agreement.

        Without limiting the generality of the undertakings set forth above, AstraZeneca and its affiliates are required to take, or cause to be taken, all actions, and do or cause to be done, all things necessary, proper or advisable to eliminate each and every impediment under any antitrust or foreign investment law that is asserted by any governmental authority, obtain the consent or cooperation of any other person and permit and cause the satisfaction of the conditions to closing regarding the receipt of required regulatory approvals, in each of the foregoing cases, to permit the closing to occur as promptly as reasonably practicable and in any event prior to the end date. See the section of this proxy statement/prospectus entitled "The Merger Agreement—Efforts to Consummate the Transaction".

        The obligation of AstraZeneca and Alexion to effect the transaction is conditioned upon, among other things, the expiration or early termination of the applicable waiting period under the HSR Act and the receipt of approvals under the antitrust and foreign investment laws of certain specified foreign jurisdictions. For more information see the section of this proxy statement/prospectus entitled "The Merger Agreement—Conditions to Completion of the Transaction."

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Department of Justice, Federal Trade Commission and Other U.S. Antitrust Authorities

        Under the HSR Act, certain transactions, including the transaction, may not be completed unless certain waiting period requirements have expired or been terminated. The HSR Act provides that each party must file a pre-merger notification with the FTC and the DOJ. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties' filings of their respective HSR Act notification forms or the early termination of that waiting period. At any time before the expiration of the initial waiting period, the DOJ or the FTC may issue a Second Request. If a Second Request is issued, the parties may not complete the transaction until they substantially comply with the Second Request and observe a second 30-calendar-day waiting period, unless the waiting period is terminated earlier.

        Each of AstraZeneca and Alexion filed its respective HSR Act notification and report with respect to the transaction on February 10, 2021. Following informal discussions with the FTC, AstraZeneca notified the FTC that it elected to withdraw and refile its notification and report form under the HSR Act prior to expiration of the initial waiting period to give the FTC additional time to review the proposed transaction. AstraZeneca's notification and report form was withdrawn effective as of March 12, 2021, and AstraZeneca refiled its notification on March 16, 2021, commencing a new 30-calendar-day waiting period under the HSR Act.

        At any time before or after the transaction is completed, the FTC or DOJ could take action under U.S. antitrust laws in opposition to the transaction, including seeking to enjoin completion of the transaction, condition approval of the transaction upon the divestiture of assets of AstraZeneca, Alexion or their respective affiliates or impose restrictions on AstraZeneca's post-transaction operations. In addition, U.S. state attorneys general could take such action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin completion of the transaction or permitting completion subject to regulatory concessions or conditions. Private parties also may seek to take legal action under the antitrust laws under some circumstances.

Other Governmental Approvals

        Completion of the transaction is further subject to the receipt of clearances and/or approval under the antitrust and foreign investment laws of certain specified foreign jurisdictions.

Timing; Challenges by Governmental and Other Entities

        There can be no assurance that any of the regulatory approvals described above will be obtained and, if obtained, there can be no assurance as to the timing of any approvals, the ability to obtain the approvals on satisfactory terms or the absence of any action challenging such approvals. In addition, there can be no assurance that any of the governmental or other entities described above, including the DOJ, FTC, U.S. state attorneys general, state insurance regulators, foreign regulators and private parties, will not challenge the transaction on antitrust, competition, or foreign investment grounds and, if such a challenge is made, there can be no assurance as to its result.

        Subject to certain conditions, if the transaction is not completed on or before the end date (as may be extended in accordance with the merger agreement), either AstraZeneca or Alexion may terminate the merger agreement. For more information, see the section of this proxy statement/prospectus entitled "The Merger Agreement—Termination of the Merger Agreement".

Appraisal or Dissenters' Rights

General

        If you hold one or more shares of Alexion common stock, you may be entitled to appraisal rights under Delaware law and have the right to dissent from the transaction, have your shares appraised by

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the Delaware Court of Chancery and receive the "fair value" of such shares (exclusive of any element of value arising from the accomplishment or expectation of the transaction) as of the completion of the transaction in place of the merger consideration, as determined by such court, if you strictly comply with the procedures specified in Section 262 of the DGCL, subject to certain limitations under the DGCL. Any such Alexion stockholder awarded "fair value" for their shares by the court would receive payment of that fair value in cash, together with interest, if any, in lieu of the right to receive the merger consideration. The following discussion is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, the full text of which is attached as Annex C to this proxy statement/prospectus. All references in Section 262 of the DGCL and in this summary to a "stockholder" are to the holder of record of shares of Alexion common stock. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation that you exercise your rights to seek appraisal under Section 262 of the DGCL.

        Under Section 262 of the DGCL, Alexion, not less than 20 days prior to the Alexion special meeting, must notify each stockholder who was an Alexion stockholder on the record date for notice of the Alexion special meeting and who is entitled to exercise appraisal rights, that appraisal rights are available and include in the notice a copy of Section 262 of the DGCL. This proxy statement/prospectus constitutes the required notice to Alexion stockholders that appraisal rights are available in connection with the transaction. A holder of Alexion common stock who wishes to exercise appraisal rights or who wishes to preserve the right to do so should review the following discussion carefully. Failure to comply timely and properly with the requirements of Section 262 of the DGCL may result in the loss of appraisal rights. A stockholder who loses his, her or its appraisal rights will be entitled to receive the merger consideration.

        How to Exercise and Perfect Your Appraisal Rights.    If you are an Alexion stockholder wishing to exercise the rights to seek an appraisal of your shares, you must do ALL of the following:

you must not vote in favor of the adoption of the merger agreement. Because a proxy that is signed and submitted but does not otherwise contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement; if you vote by proxy and wish to exercise your appraisal rights, you must vote against the adoption of the merger agreement or abstain from voting your shares;

you must deliver to Alexion a written demand for appraisal of your shares before the vote on the adoption of the merger agreement at the Alexion special meeting and such demand must reasonably inform Alexion of your identity and your intention to demand appraisal of your shares of Alexion common stock;

you must continuously hold the shares from the date of making the demand through the completion of the transaction. You will lose your appraisal rights if you transfer such shares before the completion of the transaction; and

you or the surviving company must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of such shares within 120 days after the completion of the transaction. The surviving company is under no obligation to file any such petition in the Delaware Court of Chancery and has no intention of doing so. Accordingly, it is the obligation of the Alexion stockholders to initiate all necessary action to perfect their appraisal rights in respect of shares of Alexion common stock within the time prescribed in Section 262 of the DGCL.

        Voting, electronically at the Alexion special meeting or by proxy, against, abstaining from voting on or failing to vote on the adoption of the merger agreement will not constitute a written demand for

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appraisal as required by Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote.

        Who May Exercise Appraisal Rights.    Only a holder of record of shares of Alexion common stock issued and outstanding at the time a demand for appraisal is made and that continue to be issued and outstanding and held of record by such holder immediately prior to the completion of the transaction may assert appraisal rights for the shares of Alexion common stock registered in that holder's name. A demand for appraisal must be executed by or on behalf of the stockholder of record, fully and correctly, as the stockholder's name appears on the stock certificates (or in the stock ledger). The demand for appraisal must reasonably inform Alexion of the identity of the stockholder and that the stockholder intends to demand appraisal of his, her or its common stock. Beneficial owners who do not also hold their shares of common stock of record may not directly make appraisal demands to Alexion. The beneficial holder must, in such cases, have the owner of record, such as a bank, brokerage firm or other nominee, submit the required demand in respect of those shares of common stock of record.A record owner, such as a bank, brokerage firm or other nominee, who holds shares of Alexion common stock as a nominee for others, may exercise his, her or its right of appraisal with respect to the shares of Alexion common stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Alexion common stock as to which appraisal is sought. Where no number of shares of Alexion common stock is expressly mentioned, the demand will be presumed to cover all shares of Alexion common stock held in the name of the record owner.

IF YOU HOLD YOUR SHARES IN BANK OR BROKERAGE ACCOUNTS OR OTHER NOMINEE FORMS, AND YOU WISH TO EXERCISE APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR BANK, BROKERAGE FIRM OR OTHER NOMINEE, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKERAGE FIRM OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. IF YOU HAVE A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKERAGE FIRM OR OTHER NOMINEE, YOU MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT YOUR APPRAISAL RIGHTS.

        If you own shares of Alexion common stock jointly with one or more other persons, as in a joint tenancy or tenancy in common, demand for appraisal must be executed by or for you and all other joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, such person is acting as agent for the record owner. If you hold shares of Alexion common stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder.

        If you elect to exercise appraisal rights under Section 262 of the DGCL, you should mail or deliver a written demand to:

Alexion Corporation
121 Seaport Boulevard
Boston, Massachusetts 02210
Attention: Corporate Secretary

        AstraZeneca's Actions After the Completion of the Transaction.    If the transaction is completed, the surviving company will give written notice of the completion of the transaction within 10 days after the completion of the transaction to you if you did not vote in favor of adoption of the merger agreement and you made a written demand for appraisal in accordance with Section 262 of the DGCL. At any

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time within 60 days after the completion of the transaction, if you have not commenced an appraisal proceeding or joined such a proceeding as a named party, you have the right to withdraw the demand and to accept the merger consideration in accordance with the merger agreement for your shares of Alexion common stock. Within 120 days after the completion of the transaction, but not later, either you, provided you have complied with the requirements of Section 262 of the DGCL, or the surviving company may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving company in the case of a petition filed by you, demanding a determination of the fair value of the shares of Alexion common stock held by all dissenting stockholders who are entitled to appraisal rights. The surviving company is under no obligation to file an appraisal petition and has no intention of doing so. If you desire to have your shares appraised, you should initiate any petitions necessary for the perfection of your appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL.

        Within 120 days after the completion of the transaction, provided you have complied with the provisions of Section 262 of the DGCL, you will be entitled to receive from the surviving company, upon your written request, a statement setting forth the aggregate number of shares not voted in favor of the adoption of the merger agreement and with respect to which Alexion has received demands for appraisal, and the aggregate number of holders of those shares. The surviving company must mail this statement to you within the later of 10 days of receipt of the request or 10 days after expiration of the period for delivery of demands for appraisal. If you are the beneficial owner of shares of Alexion common stock held in a voting trust or by a nominee on your behalf you may, in your own name, file an appraisal petition or request from the surviving company the statement described in this paragraph. As noted above, however, a demand for appraisal may only be made by or on behalf of a holder of record of shares of Alexion common stock. If a petition for appraisal is duly filed by you or another record holder of Alexion common stock who has properly exercised his or her appraisal rights in accordance with the provisions of Section 262 of the DGCL, the surviving company will then be obligated, within 20 days after receiving service of a copy of the petition, to provide the office of the Register in Chancery in which the petition was filed with a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order the Register in Chancery to give notice of the time and place fixed for the hearing on the petition by registered or certified mail to the surviving company and to the stockholders shown on such duly verified list at the addresses therein stated. Such notice will also be published at least one week before the day of the hearing in at least one newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication deemed advisable by the Delaware Court of Chancery. The costs of these notices are borne by the surviving company. The Delaware Court of Chancery will then determine which stockholders are entitled to appraisal rights and may require the stockholders demanding appraisal who hold certificated shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings and the Delaware Court of Chancery may dismiss from the proceedings any stockholder who fails to comply with this direction. If immediately before a merger the shares of the class or series of stock of the constituent corporation as to which appraisal rights are available were listed on a national securities exchange, the Delaware Court of Chancery shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the transaction for such total number of shares exceeds $1 million or (3) the merger was approved pursuant to Section 253 or 267 of the DGCL. The Alexion common stock is listed on Nasdaq and therefore this provision may be applicable in respect thereof, to the extent that Alexion common stock continues to be listed on Nasdaq until immediately before the transaction.

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        After determination of the stockholders entitled to appraisal of their shares of Alexion common stock, the appraisal proceeding will be conducted as to the shares of Alexion common stock owned by such stockholders, in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. The Delaware Court of Chancery will thereafter determine the fair value of the shares of Alexion common stock at the completion of the transaction held by dissenting stockholders who have properly exercised his, her or its appraisal rights, exclusive of any element of value arising from the accomplishment or expectation of the transaction, together with interest, if any, to be paid. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, and except as otherwise provided in Section 262 of the DGCL, interest from the completion of the transaction through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the completion of the transaction and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving company may pay to each Alexion stockholder entitled to appraisal an amount in cash (which will be treated as an advance against the payment due to such Alexion stockholder), in which case interest shall accrue after such payment only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery and (2) interest theretofore accrued, unless paid at that time. When the fair value is determined, the Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the surviving company to the Alexion stockholders entitled thereto. Payment will be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and in the case of holders of shares of Alexion common stock represented by certificates upon the surrender to the surviving company of such stockholder's certificates.

        In determining the fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered and that "[f]air price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other factors which could be ascertained as of the date of the transaction which throw any light on future prospects of the combined company. Section 262 of the DGCL provides that fair value is to be "exclusive of any element of value arising from the accomplishment or expectation of the transaction." In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a "narrow exclusion [that] does not encompass known elements of value," but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.

        An opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262 of the DGCL. The fair value of shares of Alexion common stock as determined under Section 262 of the DGCL could be greater than, the same as, or less than the value of the merger consideration.

        AstraZeneca does not anticipate offering more than the per share merger consideration to any Alexion stockholder exercising appraisal rights and reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 of the DGCL and to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the "fair value" of a share of Alexion

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common stock is less than the per share merger consideration. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery.

        If no party files a petition for appraisal within 120 days after the effective date of the transaction or, assuming the shares of Alexion common stock remain listed on a national securities exchange immediately before the transaction, if neither of the ownership thresholds above has been satisfied, then all Alexion stockholders will lose the right to an appraisal, and will instead receive the per share merger consideration described in the merger agreement, without interest thereon, less any withholding taxes.

        The Delaware Court of Chancery may determine the costs of the appraisal proceeding and may allocate those costs to the parties as the Delaware Court of Chancery determines to be equitable under the circumstances. Each Alexion stockholder party to the appraisal proceeding is responsible for its own attorneys' fees and expert witnesses' fees and expenses, although, upon application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts, to be charged