Following successful completion of the tender offe, Alexion will acquire all remaining shares not tendered in the offer at the same price of $18 per share through a merger. The transaction is expected to close in the third quarter of 2020.
Alexion will fund the transaction with cash on hand. As part of the acquisition Alexion will also be acquiring cash currently on Portola’s balance sheet, net of debt of approximately $215 million that will become due upon closing. As of December 31, 2019 cash and short-term investments were approximately $430 million. The actual amounts will be determined as of the transaction close.
Portola Product Andexxa
Portola’s commercialized medicine, Andexxa® [coagulation factor Xa (recombinant), inactivated-zhzo], marketed as Ondexxya® in Europe, is the first and only approved Factor Xa inhibitor reversal agent and has demonstrated transformative clinical value by rapidly reversing the anticoagulant effects of Factor Xa inhibitors rivaroxaban and apixaban in severe and uncontrolled bleeding.
The merger agreement has been unanimously approved by the boards of Alexion and Portola.
RBC Capital Markets, LLC served as Alexion’s exclusive financial advisor. Centerview Partners served as Portola’s exclusive financial advisor. Cooley LLP served as Portola’s legal advisor.
Comments from Alexion and Portola
Ludwig Hantson, Ph.D., Chief Executive Officer of Alexion, said, “The acquisition of Portola represents an important next step in our strategy to diversify beyond C5. Andexxa is a strategic fit with our existing portfolio of transformative medicines and is well-aligned with our demonstrated expertise in hematology, neurology, and critical care. We believe Andexxa has the potential to become the global standard of care for patients who experience life-threatening bleeds while taking Factor Xa inhibitors apixaban and rivaroxaban. By leveraging Alexion’s strong operational and sales infrastructure and deep relationships in hospital channels, we are well-positioned to expand the number of patients helped by Andexxa, while also driving value for shareholders.”
Scott Garland, President and Chief Executive Officer of Portola, said, “In developing and launching Andexxa, Portola has established a strong foundation for changing the standard of care for patients receiving Factor Xa inhibitors that experience a major, life-threatening bleed. Andexxa rapidly reverses the pharmacologic effect of rivaroxaban and apixaban within two minutes, reducing anti-Factor Xa activity by 92 percent. Given their enhanced resources, global footprint and proven commercial expertise, we look forward to working with Alexion to maximize the value of Andexxa. With their commitment to commercial excellence, together, we will be able to drive stronger utilization of Andexxa, increase penetration and accelerate adoption in the critical care setting.”
Conference Call Information
Alexion is hosting a conference call and webcast today, May 5, 2020, beginning at 8:00 a.m. EST to discuss the acquisition. A replay will be available for a limited period of time following the call. The audio webcast can be accessed on the Investors page of Alexion’s website at http://ir.alexion.com.
Prohost Observations
We believe Portola’s acquisition might be beneficial for Alexion and for investors who bought the stock under $10 as well as those who averaged by accumulating on weaknesses. Those investors believed in the value of Portola’s product Andexxa as the one and only factor indicated for patients treated with Factor Xa inhibitors anticoagulant products rivaroxaban and apixaban when reversal of anticoagulation is needed due to life-threatening or uncontrolled bleeding.
We personally believed in the drug’s importance in saving the lives of bleeding patients knowing in fact that no other reversal of bleeding caused by Factor Xa inhibitors exists.
For important safety information and other details please refer to the full Prescribing Information, including Boxed Warning, at www.Andexxa.com.
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Alexion Pharmaceuticals to Acquire Portola at $18 Per Share
Alexion to Acquire Portola
Alexion (ALXN) and Portola (PTLA) entered into a definitive merger agreement and Alexion acquired Portola.
The Terms of the Merger
A subsidiary of Alexion will commence a tender offer to acquire all of the outstanding shares of Portola’s common stock at a price of $18 per share in cash. The tender offer is subject to customary conditions including the tender of a majority of the outstanding shares of Portola common stock, the expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976 and receipt of certain other regulatory approvals.
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