Alexion Pharmaceuticals, Inc. (NasdaqGS:ALXN) entered into non-binding expression of interest to acquire remaining 96.6% stake in Portola Pharmaceuticals, Inc. (NasdaqGS:PTLA) for $1.4 billion on February 27, 2020. Alexion Pharmaceuticals entered into a definitive agreement to acquire remaining 96.6% stake in Portola Pharmaceuticals for $1.4 billion on May 5, 2020. Under the terms of the merger agreement, 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. 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. The merger agreement provides that at the effective time, all vested, in-the-money options will be canceled for the right to receive the per share amount for each share covered by such options, less the applicable exercise price, all unvested, in-the-money options held by non-employee directors and certain employees of Portola who have timely delivered and not revoked executed restrictive covenant and release agreements (Qualified Holders) will become fully vested (at target for performance-based options) and will be canceled for the right to receive the per share amount for each share covered by such options, less the applicable exercise price, all unvested, in-the-money options held by non-Qualified Holders will be converted into options to acquire Alexion common stock (at target for performance-based options) in accordance with the formula set forth in the agreement, all out-of-the money options, whether vested or unvested, will be canceled without payment of consideration, all restricted stock units held by non-employee directors will become fully vested and will be canceled for the right to receive the per share amount for each share covered by such restricted stock units, all restricted stock units held by persons who are not non-employee directors will be converted into restricted stock units relating to Alexion common stock in accordance with the formula set forth in the agreement and all performance stock units will be converted at target into corresponding restricted stock units relating to Alexion common stock (but excluding any performance conditions) in accordance with the formula set forth in the agreement. Following successful completion of the tender offer, Alexion will acquire all remaining shares not tendered in the offer at the same price of $18 per share through a merger.

Alexion will fund the transaction with cash on hand. Following the completion of the offer, Portola will continue as a wholly owned direct subsidiary of Alexion. The agreement provides certain termination rights for both Portola and Alexion and further provides that a termination fee of $51.5 million will be payable by Portola to Alexion upon termination of the agreement under certain circumstances. The tender offer is subject to customary conditions, including the tender of at least a majority of the outstanding shares of Portola common stock, consummation of the tender offer, the expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, receipt of approvals, consents or authorizations under certain other specified antitrust laws and receipt of certain other regulatory approvals. The merger agreement has been unanimously approved by the Boards of Alexion and Portola. The Board of Portola has received the opinion of Centerview Partners LLC that the merger consideration to be paid to the holders of shares pursuant to this agreement is fair, from a financial point of view, to such holders. As on May 29, 2020, the 15-day waiting period expired in the ordinary course. Accordingly, the Offer Condition relating to the expiration or termination of the waiting period under the HSR Act has been satisfied. Alexion Pharmaceuticals submitted the notification filing to the Austrian Federal Competition Agency on May 14, 2020 and the waiting period applicable to the Offer expired in the ordinary course on June 12, 2020. Accordingly, the antitrust condition have been satisfied. The initial offer expiration time shall be scheduled to expire on the 20th business day following the commencement of the offer. The offer will not expire prior to July 1, 2020. The transaction is expected to close in the third quarter of 2020.

Andrew Callaway, Greg Wiederrecht and Ahmed Attia of RBC Capital Markets, LLC acted as financial advisors for Alexion. Mark Robinson, Joshua Thornton and Reece Kressler of Centerview Partners LLC acted as financial advisors, Centerview Partners also acted as fairness opinion provider and Jamie Leigh, Ian A. Nussbaum, Kenneth Guernsey, Robert L. Jones, Sally Kay, Howard Morse, Barbara Mirza, Lila Hope, Alexander Israel and Wendy Brenner of Cooley LLP acted as legal advisors to Portola. Scott A. Barshay, Rachael G. Coffey, Caith Kushner, John Kennedy, Raphael Russo, Jonathan Ashtor, Jean McLoughlin, Rick Rule, Eric Stone, Jaren Janghorbani, Rachel Fiorill, Robert Holo, Peter Fisch, Yuni Sobel and Marta Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Alexion. Graham Robinson and Christopher Barlow of Skadden Arps Slate Meager & Flom acted as the legal advisor to Centerview Partners LLC. Brett Budzinski worked on the deal internally. American Stock Transfer & Trust Company, LLC acted as the depository and paying agent for Alexion. Innisfree M&A Inc. acted as the information agent for Alexion. In connection with Centerview's services as the financial advisor to the Portola Board, the company has agreed to pay Centerview an aggregate fee of approximately $25.8 million, $1.75 million of which was payable upon the rendering of Centerview's opinion and $24.05 million of which is payable contingent upon consummation of the transactions. MacKenzie Partners, Inc. acted as Information agent for Portola Pharmaceuticals. Mayer Brown LLP acted as a legal advisor to Alexion Pharmaceuticals, Inc.