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  • 11 April 2018
    Statement by the Independent Committee of the Board of Directors of Wilson Therapeutics in relation to the public offer from Alexion

    The Independent Committee of the Board of Directors of Wilson Therapeutics unanimously recommends that shareholders accept Alexion’s public offer

    Background
    This statement is made by the Independent Committee[1] of the Board of Directors of Wilson Therapeutics AB (publ) (“Wilson Therapeutics”) (the “Committee”) pursuant to Rule II.19 of the Nasdaq Stockholm Takeover Rules (the “Takeover Rules”).

    Alexion Pharmaceuticals, Inc., a company incorporated in the State of Delaware, United States, and whose shares are listed on NASDAQ under the symbol “ALXN” in United States (“Alexion”), has today, through Alexion Pharma Nordics Holding AB[2], announced a public cash offer to Wilson Therapeutics’ shareholders to transfer all of their shares in Wilson Therapeutics to Alexion for a consideration of SEK 232 per Wilson Therapeutics share in cash (the “Offer”), which corresponds to a total offer value of approximately SEK 6,564 million, based on 28,292,272 shares outstanding.

    The Offer represents:

    • a premium of 70 per cent compared to the closing share price of SEK 136.20 for the Wilson Therapeutics share on Nasdaq Stockholm on April 10, 2018, the last trading day prior to announcement of the Offer;
    • a premium of 89 per cent compared to the last 90 trading days volume weighted average share price of SEK 122.56 for the Wilson Therapeutics share on Nasdaq Stockholm, up to and including April 10, 2018, the last trading day prior to announcement of the Offer; and
    • a premium of 373 per cent compared to the Initial Public Offering (IPO) price of the Wilson Therapeutics share of SEK 49.00 on May 12, 2016.

    The acceptance period of the Offer is expected to commence on or around April 25, 2018 and expire on or around May 23, 2018, subject to any extensions.

    Completion of the Offer is conditional upon customary conditions, inter alia, that it is accepted to the extent that Alexion becomes the owner of more than 90 percent of the total number of shares in Wilson Therapeutics as well as the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms which, in Alexion’s opinion, are acceptable. The Offer is not conditional upon financing. Alexion has reserved the right to waive these conditions, in whole or in part, and other conditions for completion of the Offer. Please refer to Alexion’s press release regarding the Offer for further information.

    The Board of Directors of Wilson Therapeutics has, at the written request of Alexion, permitted Alexion to carry out a limited due diligence review of Wilson Therapeutics in relation to the preparation of the Offer. Alexion has not received any inside information relating to Wilson Therapeutics in connection with its due diligence investigation.

    HealthCap VI LP, Abingworth Bioventures VI LP, MVM Fund III LP (including MVM Fund III (No. 2) LP) and NeoMed Innovation V LP, the four largest shareholders in Wilson Therapeutics, whose combined shareholding in Wilson Therapeutics represents approximately 57.4 per cent of the total number of shares and votes, have entered into undertakings with Alexion to accept the Offer, subject to certain conditions (the “Irrevocable Undertakings”). Please refer to Alexion’s press release regarding the Offer for more information about the Irrevocable Undertakings. As a result of the Irrevocable Undertakings, Board members Björn Odlander, Genghis Lloyd-Harris, Bali Muralidhar and Dina Chaya are not members of the Committee and, due to conflict of interest, have not participated and will not participate in any deliberations or decision-making by the Committee in relation to the Offer. In addition, Handelsbanken Fonder AB and Fjärde AP-Fonden have undertaken to accept the Offer. These two shareholders together hold 8.7 per cent of the total number of shares and votes in Wilson Therapeutics.

    Lazard is acting as exclusive financial adviser to Wilson Therapeutics. Vinge is serving as legal counsel to Wilson Therapeutics.

    The Committee’s recommendation
    The Committee’s Recommendation of the Offer is based on an assessment of a number of factors that the Committee considered relevant in its evaluation of the Offer. These factors include, but are not limited to, Wilson Therapeutics’ present position, its expected future development and related opportunities and risks and share price evolution.

    In the Committee’s opinion, the combination of Alexion and Wilson Therapeutics will not only deliver substantial and near-term value to Wilson Therapeutics’ shareholders, but also leverage Alexion’s leading expertise in rare disease drug development and commercialization with the aim of making WTX101 available to Wilson Disease patients worldwide.

    The proposed transaction highlights the shared commitment of the companies in addressing the significant unmet medical need in Wilson Disease with the continued focused development of this novel investigational first-in-class medicine, with the potential to advance treatment options for Wilson Disease patients and their caregivers.

    The Committee is confident that Alexion is well positioned to progress the ongoing pivotal Phase 3 FOCuS Study, initiated on the back of compelling Phase 2 data, and continue on Wilson Therapeutics’ important mission and focus to deliver novel treatment options and to improve the lives of Wilson Disease patients.

    In making the recommendation, the Committee notes that the Offer was the result of a competitive process run by Lazard that was precipitated by the receipt of an unsolicited, non-binding indicative indication of interest to acquire Wilson Therapeutics from another party in early 2018.

    In its evaluation of the Offer, the Committee also took into account the Irrevocable Undertakings from Wilson Therapeutics’ main shareholders, including HealthCap, Abingworth Bioventures, MVM Fund and NeoMed Innovation, whose shareholding, together with the other shareholders that have undertaken to accept the Offer, represents approximately 66.1 per cent of the total number of shares and votes in Wilson Therapeutics.

    As a part of the Committee’s evaluation of the Offer, the Committee has engaged PwC to issue a fairness opinion regarding the Offer. PwC’s opinion, which is set forth in an appendix to this press release, shows that the Offer, in PwC’s opinion, is fair from a financial point of view to the shareholders in Wilson Therapeutics.

    Having concluded this assessment, the Committee believes that the terms of the Offer substantially recognize Wilson Therapeutics’ growth prospects, as well as the risks associated with those prospects.

    On this basis, the Committee unanimously recommends the shareholders of Wilson Therapeutics to accept the Offer.

    Under the Takeover Rules the Committee is required, on the basis of Alexion’s statements in the announcement of the Offer, to make public its opinion of the effects the implementation of the Offer may have on Wilson Therapeutics, specifically employment, and its views on Alexion’s strategic plans for Wilson Therapeutics and the effect these may be expected to have on employment and the places where Wilson Therapeutics conducts its business. Alexion has in this respect communicated:

    “Alexion places great value on Wilson Therapeutics’ management team and employees, and expects that the Offer will support further growth and create long term positive effects for Wilson Therapeutics and its employees and does not expect completion of the Offer to have any negative impact for Wilson Therapeutics’ organization, employees, including their terms of employment, or to the locations of Wilson Therapeutics’ operations.”

    The Committee has no reason to question these statements regarding employment, Alexion’s strategic plans for Wilson Therapeutics or the impact these could be expected to have on employment and on Wilson Therapeutics’ business locations.

    This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.