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announcement of acquisition



Goldman Sachs International, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, and Goldman Sachs Bank USA, which is authorised and regulated by the Board of Governors of the Federal Reserve System (Federal Reserve Board), the FDIC and the New York State Department of Financial Services, are each acting exclusively for AstraZeneca and no one else in connection with the transaction and the matters referred to in this document and will not regard any other person as a client in relation to the matters set out in this document and will not be responsible to anyone other than AstraZeneca for providing the protections afforded to their respective clients, nor for providing advice in relation to the transaction or any other matter referred to in this document. Marketers of any size can benefit from Acquisio’s advanced data science tools to automate and optimize most of the processes involved in acquiring new customers online. You are about to access AstraZeneca historic archive material. Epic Games, the developer and publisher of Fortnite, maker of Unreal Engine, and operator of the Epic Games Store has acquired RAD Game Tools. Letter of Announcement of Acquisition: This Letter should be written in The Letter-Pad of the Company. Neither Goldman Sachs International, nor Goldman Sachs Bank USA, nor any of their respective subsidiaries, holding companies, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with the transaction or any statement contained herein or otherwise. US: +1 301 715 8592, Webinar ID: 995 4603 8702 The dividend policy remains unchanged with a commitment to a progressive dividend policy; dividend cover is expected to be materially enhanced as a result of the acquisition. In particular, the information contained in this website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Transaction or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The combined company will also have an enhanced global footprint and broad coverage across primary, speciality and highly specialised care. Announcement Acquisition of own shares Athens, Greece - December 28, 2020 - Mytilineos S.A. (MYTILINEOS) announces that, according to the resolution of its Extraordinary Shareholders' Meeting dated 27.03.2020, on 23.12.2020, acquired through the Athens Exchange 20,000 own shares at a weighted average price €11.6521 per share, of an aggregate value €233,042.25. UK: +44 203 481 5237 Password: 12121220. Morgan Stanley & Co. International plc (“Morgan Stanley”) and Morgan Stanley Bank International Limited and J.P. Morgan are acting as financial advisors and lead debt financing underwriters. Members of Alexion's current senior management team will lead the future rare-disease activities. Company Acquisition Announcement. (vi) The share capital of the combined Group (being 1,551,562,753) has been calculated as the sum of: •      1,312,660,216 AstraZeneca Shares, being the number of AstraZeneca Shares in issue as at 9 December 2020; and. •      on the basis of the issued and to be issued share capital of Alexion (as set out in paragraph (ii) above). The next time you see or read about a top executive announcing a merger/acquisition, pay close attention. 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. Pascal Soriot, Chief Executive Officer, AstraZeneca, said: "Alexion has established itself as a leader in complement biology, bringing life-changing benefits to patients with rare diseases. The medicine is approved in many countries for the treatment of patients with paroxysmal nocturnal haemoglobinuria (PNH), atypical haemolytic uremic syndrome, generalized myasthenia gravis and neuromyelitis optica spectrum disorder. By Emily July 6, 2017 October 25th, 2017 Business insight, News, Welltel News. I am incredibly proud of what our organisation has accomplished and am grateful to our employees for their contributions. Over 7,000 rare diseases are known today, and only c.5% have US Food and Drug Administration-approved treatments.1 The global rare disease market is forecasted to grow by a low double digit percentage in the future.2. Context of Acquisition NLG is a video game development company based in Vancouver, Canada which has nearly two decades of experience creating video games for various console platforms. Any failure to comply with this restriction may constitute a violation of such laws or regulations. These non-GAAP financial measures are not intended to be considered in isolation or as a substitute for, or superior to, the financial measures prepared and presented in accordance with GAAP and should be reviewed in conjunction with the relevant GAAP financial measures. Alexion also has two highly innovative enzyme replacement therapies for patients with life-threatening and ultra-rare metabolic disorders, hypophosphatasia and lysosomal acid lipase deficiency as well as the first and only approved Factor Xa inhibitor reversal agent. (vii) The percentage of the share capital of the combined Group that will be owned by Alexion Shareholders is calculated by dividing the number of New AstraZeneca Shares to be issued pursuant to the terms of the acquisition referred to in paragraph (vi) above by the issued share capital of the combined Group (as set out in paragraph (vi) above) and multiplying the resulting sum by 100 to product a percentage. Except as explicitly stated in this announcement, none of the contents of AstraZeneca's or Alexion's websites, nor any website accessible by hyperlinks on AstraZeneca's or Alexion's websites, is incorporated in or forms part of, this announcement. For details on how to contact the Investor Relations Team, please click here. This area of the website may contain statements that are, or may be deemed to be, forward-looking statements. All contents remain copyrighted and reserved. These forward looking statements include all matters that are not historical facts and involve predictions. Morgan Stanley and Goldman Sachs International are joint corporate brokers. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform precisely with the total figure given. Bromium’s application and browser isolation technology stops attacks that other solutions miss. Further to the announcement on 15 February 2020 in response to press speculation, the board of Jupiter Fund Management plc (the "Jupiter Board") is pleased to announce the proposed acquisition of Merian Global Investors Limited ("Merian"), an independent active asset management firm with more than £22 billion assets under management ("AUM") (the "Acquisition"). This press release and further information about Alexion can be found at www.alexion.com. This news led to lowering the average multiple to 7.8x. Typically, the target company's stock rises, while the acquiring company's stock falls. The acquisition is a Class 1 transaction for AstraZeneca and as such, will require the approval of its shareholders to comply with the UK Listing Rules. I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal, including, without limitation, Canada, Australia, Japan or South Africa. We encourage you to read the privacy policy of every website you visit. SAN JOSE, Calif. – August 7, 2020 – Cisco (NASDAQ: CSCO) today announced it completed the acquisition of ThousandEyes.ThousandEyes’ internet and cloud intelligence platform expands visibility and insights into the digital delivery of applications and services over the internet and the cloud. Subject to the satisfaction of the closing conditions to the proposed acquisition, the companies expect the acquisition to close in Q3 2021. A circular is expected to be published by AstraZeneca in connection with the proposed acquisition in due course. To the fullest extent permitted by applicable law, Goldman Sachs International, Goldman Sachs Bank USA and each of their respective affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein. [DATE, ex. We remain committed to continuing to serve the patients who rely on our medicines and firmly believe the combined organisation will be well positioned to accelerate innovation and deliver enhanced value for our shareholders, patients and the rare disease communities.”. It was before the announcement of Kroger’s lower earnings announcement. Evercore is acting as sponsor in relation to the transaction described in this announcement. AstraZeneca PLC. Company Secretary Under the terms of the acquisition agreement, AstraZeneca has agreed that for 12 months following closing, it will provide the Alexion employees with the same level of salary as such employees had before closing, incentive compensation opportunities that are in the aggregate no less favourable than those provided before closing and substantially comparable benefits to those provided before closing. More recently, Alexion launched Ultomiris (ravulizumab), a second-generation C5 monoclonal antibody with a more convenient dosing regimen. A proxy statement/prospectus or a proxy statement will be sent to Alexion's shareholders. The companies will mutually agree on two individuals from the Alexion board of directors who will join the AstraZeneca board as directors upon closing of the acquisition. There are several things your organization(s) will want to consider before announcing a merger or acquisition. This acquisition allows us to enhance our presence in immunology. Announcement of Acquisition. Investors and security holders will be able to 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. More recently, NLG has worked exclusively with Nintendo in developing software titles for the Nintendo 3DS Nothing in this announcement should be construed as a profit estimate or profit forecast. 1. John Smith XYZ Inc. 1234 First Street Suite 567 Anycity, Anystate 85245] Dear Valued Customer: We are pleased to announce that we have recently acquired [DESCRIBE BUSINESS ACQUIRED, ex. Announcement of Layoffs; Announcement to Staff - Death of Colleague; Announcing Retirement Party; Difficult Economic Times – Employee’s Extra Effort; Farewell Announcement to Employee leaving; Announce to Employees New Acquisition; Note of Appreciation to All Employees at Year End; Raises will occur despite Budget Shortfall The boards of directors of both Alexion and AstraZeneca have unanimously approved the proposed acquisition and resolved to recommend that their respective shareholders vote in favour of it. This transaction marks the start of an exciting new chapter for Alexion. Marwood International Inc. (Marwood) has recently acquired Tranor Industries LLC. “Acquisition”). Date of Board Meeting. AstraZeneca, with Alexion's R&D team, will work to build on Alexion's pipeline of 11 molecules across more than 20 clinical-development programmes across the spectrum of indications, in rare diseases and beyond. It plays a crucial role in many inflammatory and autoimmune diseases across multiple therapy areas, including haematology, nephrology, neurology, metabolic disorders, cardiology, ophthalmology and acute care. A shareholder circular, together with notice of the relevant shareholder meeting, will be distributed to shareholders in the first half of 2021. Tuesday, February 21, 2012] [NAME, COMPANY AND ADDRESS, ex. a) Public announcement. Correction to Announcement of Simply Group Acquisition Corp.’s Successful Take-up of Dealnet Shares Email Print Friendly Share October 15, 2020 22:43 ET | Source: Dealnet Capital Corp. The presentation will be available at astrazeneca.com before the call takes place, and replay details after the call. You have selected a link that will take you to a site maintained by a third party who is solely responsible for its contents. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION AND NEITHER THE ISSUE OF THE INFORMATION NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY. The Alexion proxy statement is also expected to be published in the first half of 2021. Both companies share the same dedication to science and innovation to deliver life-changing medicines. Alexion focuses its research efforts on novel molecules and targets in the complement cascade and its development efforts on haematology, nephrology, neurology, metabolic disorders, cardiology, ophthalmology and acute care. (i) The threshold for DoD awards is $ 7.5 million. A circular is expected to be published by AstraZeneca in connection with the proposed acquisition in due course. To support the financing of the offer consideration, AstraZeneca has entered into a new committed $17.5bn bridge-financing facility, provided by Morgan Stanley, J.P. Morgan Securities plc and Goldman Sachs. This announcement may include statements that are or may be deemed to be forward-looking statements. Passion for Purity and Purpose in Production Location. Bank of America Securities is serving as financial advisor to Alexion, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. The complement cascade is pivotal to the innate immune system. AstraZeneca (LSE/STO/Nasdaq: AZN) is a global, science-led biopharmaceutical company that focuses on the discovery, development and commercialisation of prescription medicines, primarily for the treatment of diseases in three therapy areas - Oncology, Cardiovascular, Renal & Metabolism, and Respiratory & Immunology. Important notice for users A rare disease is a disease impacting less than 200,000 patients (as defined in the US Orphan Drug Act 1983). In particular, you should not forward or transmit the announcements, information or documents contained therein to Canada, Australia, Japan or South Africa or to any other jurisdiction where it would be unlawful to do so. This acquisition … AstraZeneca has built a growing scientific presence in oncology, and in cardiovascular, renal and metabolism, and respiratory diseases, with a focus on organ protection. None of the Responsible Persons, AstraZeneca or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party. Alexion, AstraZeneca and certain of their directors, executive officers and employees may be deemed participants in the solicitation of proxies from Alexion shareholders in connection with the proposed transaction. Economic, competitive, governmental, technological and other factors that may affect AstraZeneca’s and Alexion’s operations are discussed in the section entitled “Risk Factors,” in each of AstraZeneca’s Annual Report on Form 20-F for the year ended 31 December 2019, and Alexion’s Annual Report on Form 10-K for the year ended 31 December 2019, in each case as amended by any subsequent filings made with the SEC. The boards of directors of both companies have unanimously approved the acquisition. We have learned today an agreement has been reached for Farmington investors to acquire the stock of Bledson International. AstraZeneca's acquisition of Alexion, with its strong commercial portfolio and robust pipeline, will support its long-term ambition to develop novel medicines in areas of immunology with high unmet medical needs. The capabilities of both organisations will create a company with great strengths across a range of technology platforms, with the ability to bring innovative medicines to millions of people worldwide. SHIFT Inc. (“SHIFT,” headquartered in Minato-ku, Tokyo, Japan; Masaru Tange, CEO and Representative Director) announced today that it has entered into a definitive agreement to acquire a 100% equity interest in HOPES Corporation (“HOPES,” headquartered in Chuo-ku, Tokyo, Japan; Kentaro Uehara, Representative Director). This announcement is issued pursuant to Regulation (EU) 596/2014 and Delegated Regulation (EU) 2016/1052. Alexion's immunology expertise extends to other targets in the complement cascade beyond C5 as well as additional modalities, with its deep pipeline including Factor D small-molecule inhibitors of the alternative pathway of the complement system, an antibody blocking neonatal Fc receptor (FcRn)-mediated recycling, and a bi-specific mini-body targeting C5, among others. PALO ALTO, Calif., September 20, 2019 - HP Inc. (NYSE: HPQ) today announced the acquisition of end point security start-up Bromium. Core EPS is a non-GAAP financial measure and adjusted from reported GAAP EPS to exclude certain significant items such as amortisation and impairment of intangible assets, charges and provisions related to global restructuring programmes and other specified items per AstraZeneca annual filings. The combined company is expected to deliver double-digit average annual revenue growth through 2025. Forward-looking statements may and often do differ materially from actual results. Forward-looking statements may and often do differ materially from actual results. located at 19365 Sherwood St. in Detroit MI USA. As highlighted above, the grocery sector average, including whole foods over the last twelve months before the acquisition, was 8.4x. Sources of information and bases of calculation. Cambridge, 01 December 2020 - IQGeo (AIM: IQG), a developer of geospatial productivity and collaboration software for the telecoms and utility industries, today announced a successful fundraise of £5.0 million and the acquisition of OSPInsight International, Inc.Under the terms of the agreement IQGeo will purchase OSPInsight for $8.75m which will be funded through a mix of cash and shares. Adrian Kemp (ix) The volume weighted average price of an Alexion Share is derived from Bloomberg by reference to the volume weighted average price over the last 30 Alexion trading days up to 11 December 2020 (being the last Business Day prior to announcement of an offer for Alexion). The acquisition of Alexion is consistent with AstraZeneca's capital-allocation priorities. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. Click ‘cancel’ to return to AstraZeneca’s site or ‘continue’ to proceed. 29 Jun 2010. If you would like to view this area of the website, please read this notice carefully. Acquisition Press Release Format {Acquiring Company name}, {the industry in which the company operates} has acquired {mention the target company and when the acquisition took place} announcement came in {Mention where it was announced, some information about the target company and why the acquisition took place}.According to sources {write official relevant information} and … In contrast, AstraZeneca's capabilities in genomics, precision medicine and oligonucleotides can be leveraged to develop medicines targeting less-frequent diseases. The acquisition is expected to significantly enhance cash generation, which will support rapid debt reduction and overall deleveraging. Following this acquisition, MYTILINEOS holds in aggregate 5,809,084 own shares, percentage 4.0654% of the total number of shares issued by it. AstraZeneca intends to establish Boston, Massachusetts, US as its headquarters for rare diseases, capitalising on talent in the greater Boston area. Goldman Sachs Bank USA is acting as lead debt financing underwriter. A CIRCULAR IN RELATION TO THE PROPOSED ACQUISITION DESCRIBED IN THIS ANNOUNCEMENT IS EXPECTED TO BE PUBLISHED IN DUE COURSE. Alexion is a global biopharmaceutical company focused on serving patients and families affected by rare diseases and devastating conditions through the discovery, development and commercialisation of life-changing medicines. To realise the total synergies, AstraZeneca expects to incur one-time cash costs of c.$650m, during the first three years following completion. Likewise, revealing a sale or impending sale to employees is a delicate, critical matter. The initial bridge financing facility is intended to cover the financing of the cash portion of the acquisition consideration and associated acquisition costs and to refinance the existing term loan and revolving credit facilities of Alexion. Alexion has pioneered complement inhibition for a broad spectrum of immune-mediated rare diseases caused by uncontrolled activation of the complement system, a vital part of the immune system. This announcement is not a prospectus for the purposes of the UK Prospectus Regulation Rules or the EU Prospectus Regulation. I agree to be bound by the terms of this notice. Are you the principal of an RIA, Hybrid RIA, or broker dealer IAR? •      6,202,972 Alexion Shares which may be issued on or after the date of this announcement to satisfy the exercise of stock options and restricted and performance stock awards outstanding under the Alexion Share Plans, estimated based on the total consideration of $175 per Alexion share and calculated in accordance with the Treasury Stock Method. These forward-looking statements include all matters that are not historical facts and involve predictions. Non-GAAP results, determined in accordance with Alexion's internal policies, exclude the impact of the following GAAP items: share-based compensation expense, fair value adjustment of inventory acquired, amortisation of purchased intangible assets, changes in fair value of contingent consideration, restructuring and related expenses, upfront payments related to licenses and other strategic agreements, acquired in-process research and development, impairment of purchased intangible assets, gains and losses related to strategic equity investments, litigation charges, gain or loss on the sale of a business or asset, gain or loss related to purchase options, contingent milestone payments associated with acquisitions of legal entities accounted for as asset acquisitions, acquisition-related costs and certain adjustments to income tax expense. The combined company is expected to maintain a strong, investment-grade credit rating, and the acquisition supports AstraZeneca's progressive dividend policy. This uplift is supported by increased scale and expected recurring run-rate pre-tax synergies of c.$500m per year from the combined Group (by end of the third year following completion of the acquisition). The documents included in this area of the website speak only at the specified date of the relevant document and neither AstraZeneca nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law). Welltel are pleased to announce the acquisition of ATS, a leading provider of Phone Systems and telecoms services to Enterprise and Government bodies in Ireland. This announcement is not a prospectus for the purposes of the UK Prospectus Regulation Rules or the EU Prospectus Regulation. Industry-leading revenue growth; enhanced geographical presence and broad coverage across primary, specialised and highly specialised care. AstraZeneca remains committed to maintaining a strong investment-grade credit rating. This website is intended for people seeking information on AstraZeneca's worldwide business. No Comments. In connection with the Transaction, AstraZeneca intends to file a registration statement on Form F-4 with the United States Securities and Exchange Commission (SEC), which will include a document that serves as a prospectus of AstraZeneca and a proxy statement of Alexion, Alexion intends to file a proxy statement with the SEC and each party will file other documents regarding the proposed transaction with the SEC. Background on your firm: Explain the history of your organization in this section. Sweden: +46 8 5052 0017 It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. Alexion's leading expertise in complement biology will accelerate AstraZeneca's growing presence in immunology. I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in Canada, Australia, Japan or South Africa or any other jurisdiction where such distribution may be restricted by applicable law or regulation. AstraZeneca reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. The acquisition is expected to improve the combined Group’s profitability, with the core operating margin significantly enhanced in the short term, and with continued expansion thereafter. Alexion achieved impressive revenue growth over the last few years, with revenues of $5.0bn in 2019 (21% year-on-year growth). I represent and warrant to AstraZeneca that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities. And that is just one issue to worry about! (viii) Unless otherwise stated all prices and closing prices for Alexion Shares and AstraZeneca Shares are derived from Bloomberg. The acquisition strengthens AstraZeneca's industry-leading growth, underpinned by its broad portfolio of medicines, which will enable the new company to bring innovative medicines to a broad range of healthcare practitioners in primary, speciality and highly specialised care. This announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and the United States and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom or the United States. This notice shall be governed by, and interpreted in accordance with, English law. It has been prepared solely for the proposed acquisition referred to in this announcement. Alexion has exhibited skilful commercial execution in building its 'blockbuster' C5 franchise. It is important to spend time reviewing all of these considerations before announcing because of the importance of your transaction being successful in the long term.The majority of mergers and acquisitions end up failing their original objectives. In particular, viewing this area of the website is not permitted if you are resident in Canada, Australia, Japan or South Africa. SHIFT Inc. (“SHIFT,” headquartered in Minato-ku, Tokyo, Japan; Masaru Tange, CEO and Representative Director) announced today that it has entered into a definitive agreement to acquire a 100% equity interest in VISH Inc. (“VISH,” headquartered in Nagoya-shi, Aichi, Japan; Nobuo Ota, CEO and Representative Director). The two companies have been on converging paths, AstraZeneca expanding its presence from primary to speciality care, whereas Alexion has been progressing from ultra-orphan to orphan and speciality conditions. Based on AstraZeneca's reference average ADR price of $54.14, this implies total consideration to Alexion shareholders of $39bn or $175 per share. The date at which a company will announce the details regarding an issue of debt or equity. Terms defined in the announcement of the Transaction dated 12 December 2020 shall have the same meaning when used in this notice. Veeva ID: Z4-25396Date of next review: August 2022. the business assets of ABC Corp.] based in [LOCATION OF BUSINESS … , revealing a sale or impending sale to employees is a high-growth therapy area with rapid innovation and unmet... And Acceptance of Disclaimer, AstraZeneca to acquire the stock prices of both companies in complement biology will accelerate 's. Sent to Alexion 's franchise includes Soliris ( eculizumab ), a first-in-class anti-complement component 5 C5. In over 100 countries and its innovative medicines are used by millions of patients worldwide only as of September... Prepared solely for the proposed acquisition referred to in this area of website... Before tax of $ 5bn and profit before tax of $ 5bn and before. And often do differ materially from actual results the start of an RIA, may. 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