TIDMAZN
RNS Number : 7947A
AstraZeneca PLC
04 June 2021
4 June 2021 07:00 BST
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DECISION ON THE BASIS OF ITS CONTENTS.
AstraZeneca appoints Aradhana Sarin as new Chief Financial
Officer
Marc Dunoyer to retire from the Board and take up a new senior
executive role with the Company
AstraZeneca PLC announced today that the Board has appointed
Aradhana Sarin as an Executive Director and Chief Financial
Officer, conditional upon closing of AstraZeneca's acquisition of
Alexion Pharmaceuticals, Inc. (Closing) and effective on the later
of 1 August 2021 or the date of Closing, which is expected to take
place in the third quarter of 2021, subject to receipt of certain
regulatory approvals.
Dr. Sarin is currently Executive Vice-President, Chief Financial
Officer of Alexion. Further biographical details are set out below.
Dr. Sarin will relocate from the US and be based in the UK. She
will report to AstraZeneca's Chief Executive Officer, Pascal
Soriot.
Dr. Sarin will succeed Marc Dunoyer who will step down as CFO
and retire from AstraZeneca's Board, conditional upon Closing, on
the later of 1 August 2021 or the date of Closing, having served as
CFO for over seven years.
Conditional upon Closing and effective the same date as his
retirement from AstraZeneca's Board, Mr. Dunoyer will become Chief
Executive Officer, Alexion and Chief Strategy Officer, AstraZeneca.
He will continue to report to Mr. Soriot and will remain a member
of AstraZeneca's Senior Executive Team.
Leif Johansson, Chairman of AstraZeneca said "On behalf of the
Board, I'd like to thank Marc for his significant contribution to
AstraZeneca's success since he joined us in 2013. We're pleased
he's staying with the Company, taking on a new senior executive
role and look forward to continuing to work with him.
"In Aradhana Sarin, we've appointed a talented successor to Marc
as an Executive Director and CFO. The Board warmly welcomes her to
AstraZeneca."
Pascal Soriot, Chief Executive Officer of AstraZeneca said "I'd
like to pay tribute to Marc for his tremendous achievements since
he joined our company, and thank him personally for his outstanding
support these past years. I'm looking forward to working with him
in his new role as CEO, Alexion, the Rare Disease Unit of
AstraZeneca, and to his continued strategic input to AstraZeneca's
success. I'm delighted Aradhana has agreed to become AstraZeneca's
next CFO and I look forward to working with her as the Company
embarks on the next stage of its journey."
Biographical details - Aradhana Sarin
Dr. Aradhana Sarin is currently Chief Financial Officer at
Alexion. She joined Alexion in November 2017, serving as Chief
Business and Strategy Officer prior to becoming Chief Financial
Officer. She has more than 20 years of professional experience
spanning operating roles at Alexion and advisory roles at global
financial institutions, gaining extensive knowledge of global
healthcare systems, capital markets and strategic transactions.
Prior to joining Alexion, Dr. Sarin was Managing Director,
Healthcare Corporate & Investment Banking, Citi Global Banking
in New York where she advised clients in the life sciences and
biopharmaceutical sectors. Before that, she was Managing Director,
Healthcare Investment Banking, UBS, in New York and San Francisco
and worked at JP Morgan in New York in the M&A Advisory and
Healthcare groups.
Prior to her banking career, Dr. Sarin trained as a medical
doctor in India and spent two years practising in both India and
Africa. She completed her medical training (M.B.B.S.) at the
University of Delhi in India and received her MBA from Stanford
Business School in the US.
From 2018 to 2020, Dr. Sarin was a member of the board of
OraSure Technologies, Inc., serving as Chairman of the Audit
Committee and a member of the Nominating and Corporate Governance
Committee.
Background notes - Marc Dunoyer
Marc Dunoyer joined AstraZeneca in 2013, initially serving as
Executive Vice-President, Global Product and Portfolio Strategy. In
November 2013, he was appointed as an Executive Director and Chief
Financial Officer. His career in the pharmaceutical industry has
included periods with Roussel Uclaf, Hoechst Marion Roussel and
GlaxoSmithKline. Immediately prior to joining AstraZeneca, Mr.
Dunoyer was Global Head of Rare Diseases at GSK and (concurrently)
Chairman, GSK Japan. He is a member of the Board of Directors of
Orchard Therapeutics.
In his new role as CEO, Alexion, Mr. Dunoyer will lead the Rare
Disease Unit of AstraZeneca, and develop Alexion's strategic
direction, focusing on delivery of strong commercial growth,
sharing Alexion's expertise in complement biology across the
AstraZeneca group to explore its further application in immunology
and other fields of medicine, identifying new rare disease
medicines leveraging AstraZeneca's technologies such as CRISPR and
releasing the expected pre-tax synergies as a result of the
acquisition. In his new role as Chief Strategy Officer,
AstraZeneca, Mr. Dunoyer will continue his strong partnership with
Mr. Soriot, with a focus on strategic matters in relation to the
AstraZeneca group and the effective communication of AstraZeneca's
business strategy and its execution to the investment community.
Mr. Dunoyer will also continue with his responsibility as Chairman,
AstraZeneca Japan.
Remuneration summary - Aradhana Sarin
A summary of the remuneration arrangements for Dr. Sarin, which
are in line with AstraZeneca's Remuneration Policy approved at the
2021 Annual General Meeting, is set out below. Further details will
be disclosed in the usual way in AstraZeneca's Annual Report and
Form 20-F Information 2021.
Base salary:
GBP850,000 per annum.
Short-term incentive:
Maximum opportunity of 200% of base salary (100% on-target),
with 50% of any bonus awarded deferred into AstraZeneca shares for
three years.
Long-term incentive (AstraZeneca Performance Share Plan):
Maximum annual award of 450% of base salary in the form of
performance shares, which are subject to performance targets
measured over a three-year performance period. Awards vest after a
subsequent two-year holding period, on the fifth anniversary of
grant.
Pension allowance:
11% of base salary, in line with the wider UK workforce.
Shareholding requirement:
450% of base salary to be built up within five years of
appointment, including a requirement to continue to hold the full
450% of base salary for two years post-cessation of employment.
Compensation for forfeiture of severance rights at Alexion:
Dr. Sarin's current employment contract with Alexion includes an
entitlement to cash severance arrangements, which would be
triggered at the date of Closing. In order to secure Dr. Sarin's
services and compensate her for the forfeiture of these contractual
entitlements, an award of GBP2,015,540 will be made to her, 50% in
cash and 50% in restricted shares, at the date of her appointment.
The cash element will be subject to repayment in the case of her
voluntary cessation of employment with AstraZeneca within 18 months
of appointment. The restricted shares will vest 18 months after her
appointment and will lapse in the case of her voluntary cessation
of employment prior to vesting.
Conversion of existing Alexion equity awards:
Dr. Sarin's existing equity-based incentive awards will be
converted from Alexion to AstraZeneca shares in the form of
restricted stock at the date of Closing. These shares will vest
over time and do not form part of her ongoing remuneration as
AstraZeneca's Chief Financial Officer because they relate to her
prior employment as Executive Vice-President, Chief Financial
Officer of Alexion.
Remuneration summary - Marc Dunoyer
Mr. Dunoyer will remain an employee of AstraZeneca and therefore
his in-flight incentive awards will continue to run their course.
He will not receive any payments in respect of his retirement from
the Board. His remuneration for qualifying services as an Executive
Director during 2021 will be disclosed in the usual way in
AstraZeneca's Annual Report and Form 20-F Information 2021.
No disclosure obligations arise under paragraphs (1) to (6) of
LR 9.6.13 R of the Financial Conduct Authority's Listing Rules in
respect of Aradhana Sarin's appointment as a Director.
Important additional information
In connection with AstraZeneca's proposed acquisition of Alexion
(the Acquisition), AstraZeneca filed a registration statement on
Form F-4 with the SEC on 12 April 2021 (the Registration
Statement), which has been declared effective by the United States
Securities and Exchange Commission, and which includes a document
that serves as a prospectus of AstraZeneca and a proxy statement of
Alexion (the proxy statement/prospectus), Alexion filed a proxy
statement with the SEC (the proxy statement) on 12 April 2021 and
each party will file other documents regarding the Acquisition with
the SEC. Investors and security holders of Alexion are urged to
carefully read the entire Registration Statement and proxy
statement/prospectus or proxy statement and other relevant
documents filed with the SEC when they become available, because
they will contain important information. Investors and security
holders may obtain the Registration Statement and the proxy
statement/prospectus or the proxy statement free of charge from the
SEC's website or from AstraZeneca or Alexion as described in the
paragraphs below.
The documents filed by AstraZeneca with the SEC may be obtained
free of charge at the SEC's website at www.sec.gov . These
documents may also be obtained free of charge on AstraZeneca's
website at http://www.astrazeneca.com under the tab "Investors".
The documents filed by Alexion with the SEC may be obtained free of
charge at the SEC's website at www.sec.gov . These documents may
also be obtained free of charge on Alexion's internet website at
http://www.alexion.com under the tab, "Investors" and under the
heading "SEC Filings" or by contacting Alexion's Investor Relations
Department at investorrelations@alexion.com .
Forward-looking statements
This announcement contains certain forward-looking statements
with respect to the operations, performance and financial condition
of the AstraZeneca Group, including, among other things, statements
about expected revenues, margins, earnings per share or other
financial or other measures, as well as the ability of the parties
to consummate the Acquisition on a timely basis or at all, the
ability of the parties to satisfy the conditions precedent to
consummation of the Acquisition, including the ability to secure
the required regulatory approvals on the terms expected, at all or
in a timely manner, the ability of AstraZeneca to successfully
integrate Alexion's operations, and the ability of AstraZeneca to
implement its plans, forecasts and other expectations with respect
to Alexion's business after Completion and realise expected
synergies. Although the AstraZeneca Group believes its 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. The
forward-looking statements reflect knowledge and information
available at the date of preparation of this announcement and the
AstraZeneca Group undertakes no obligation to update these
forward-looking statements. The AstraZeneca Group identifies the
forward-looking statements by using the words '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 the AstraZeneca Group's
control, include, among other things: the risks set out in Part II
(Risk Factors) of the AstraZeneca shareholder circular published on
12 April 2021; failure or delay in delivery of pipeline or launch
of new medicines; failure to meet regulatory or ethical
requirements for medicine development or approval; failure to
obtain, defend and enforce effective intellectual property (IP)
protection and IP challenges by third parties; competitive
pressures including expiry or loss of IP rights, and generic
competition; price controls and reductions; economic, regulatory
and political pressures; uncertainty and volatility in relation to
the UK's exit from the EU; failures or delays in the quality or
execution of commercial strategies; failure to maintain supply of
compliant, quality medicines; illegal trade in medicines; reliance
on third-party goods and services; failure in information
technology, data protection or cybercrime; failure of critical
processes; uncertainty of expected gains from productivity
initiatives; failure to attract, develop, engage and retain a
diverse, talented and capable workforce, including following
Completion; failure to adhere to applicable laws, rules and
regulations; the safety and efficacy of marketed medicines being
questioned; adverse outcome of litigation and/or governmental
investigations, including relating to the Acquisition; failure to
adhere to increasingly stringent anti-bribery and anti-corruption
legislation; failure to achieve strategic plans or meet targets or
expectations; failure in financial control or the occurrence of
fraud; 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
ability to continue to mitigate these risks, and on AstraZeneca's
operations, financial results or financial condition; the risk that
a condition to the closing of the Acquisition may not be satisfied,
or that a regulatory approval that may be required for the
Acquisition 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 Acquisition,
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 Acquisition-related issues or that
disruption from the Acquisition makes it more difficult to maintain
business, contractual and operational relationships.
Neither AstraZeneca nor any of its associates or directors,
officers or advisers provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Listing Rules,
the Disclosure and Transparency Rules and the Prospectus Regulation
Rules of the FCA), AstraZeneca is under no obligation, and
AstraZeneca expressly disclaims any intention or obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
AstraZeneca
AstraZeneca (LSE/STO/Nasdaq: AZN) is a global, science-led
biopharmaceutical company that focuses on the discovery,
development and commercialisation of prescription medicines in
Oncology and BioPharmaceuticals, including 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.
Please visit astrazeneca.com and follow the Company on Twitter @
AstraZeneca .
Contacts
For details on how to contact the Investor Relations Team,
please click here . For Media contacts, click here .
Adrian Kemp
Company Secretary
AstraZeneca PLC
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