Alexion Pharmaceuticals (ALXN) and Wilson Therapeutics AB announced that Alexion has made a recommended public cash offer to the shareholders in Wilson Therapeutics to acquire all outstanding shares in Wilson Therapeutics by way of a tender offer, through a wholly-owned subsidiary.

Wilson Therapeutics, based in Stockholm, Sweden, develops therapies for patients with rare copper-mediated disorders. The company’s WTX101 is in Phase 3 development as a treatment for Wilson disease. Alexion will acquire Wilson Therapeutics through a tender offer that was launched this morning whereby Alexion, through a wholly owned subsidiary, has offered SEK 232 in cash for each outstanding share of Wilson Therapeutics. The total equity value of the transaction amounts to approximately $855M. The Independent Committee of Wilson’s board has unanimously recommended Wilson Therapeutics shareholders accept the offer and Alexion’s board also unanimously approved the offer. Alexion has obtained shareholder support agreements from the four largest shareholders accounting for 57.4% of Wilson Therapeutics’ outstanding shares and two additional shareholders accounting for 8.7% for a total of 66.1% of Wilson Therapeutics’ outstanding shares, to the effect that these shareholders have undertaken to accept the offer on certain terms. In addition, Polar Capital, holding 7.3% of Wilson Therapeutics’ outstanding shares, has expressed its support for, and intends to accept, the offer, for a total support of 73.4%. The acquisition of Wilson Therapeutics requires approval of relevant regulatory authorities, and Alexion expects to obtain such approvals prior to the end of the acceptance period. The tender offer is expected to complete and the transaction is expected to close in Q2 of 2018. Alexion intends to finance the acquisition through cash on hand.

BofA Merrill Lynch is acting as Alexion’s lead financial advisor.

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