The shareholders of Achillion Pharmaceuticals Inc., a clinical-stage biopharmaceutical company, have approved the acquisition of Achillion by Alexion Pharmaceuticals Inc. Achillion expects the transaction to close in the first half of 2020, subject to expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Alexion and Achillion have not yet submitted their filings under the HSR Act, and currently anticipate doing so in January 2020.

Under the terms of the agreement, which was announced on October 16, 2019, Alexion will acquire Achillion for an initial consideration of approximately $930 million, or $6.30 per share in cash for each share of Achillion common stock. The transaction includes the potential for additional consideration in the form of non-tradeable contingent value rights, which will be paid to Achillion shareholders if certain clinical and regulatory milestones are achieved within specified periods. These include $1.00 per share for the U.S. FDA approval of danicopan and $1.00 per share for ACH-5228 Phase 3 initiation.

At the December 19, 2019 special meeting of shareholders, Achillion’s shareholders voted to approve and adopt the merger agreement. Of the shares voted, approximately 99 percent voted to approve and adopt the merger agreement. The final vote results will be reported in a current report on Form 8-K filed with the Securities and Exchange Commission.