t1501057-scto - none - 2.3362336s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Synageva BioPharma Corp.
(Names of Subject Company)
PULSAR MERGER SUB INC.
(Offeror)
ALEXION PHARMACEUTICALS, INC.
(Parent of Offeror)
(Names of Filing Persons)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
87159A103
(CUSIP Number of Class of Securities)
David Hallal
Chief Executive Officer
Alexion Pharmaceuticals, Inc.
352 Knotter Drive
Cheshire, Connecticut 06410
(203) 272-2596
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with copies to:
John Moriarty
Executive Vice President, General Counsel
Alexion Pharmaceuticals, Inc.
352 Knotter Drive
Cheshire, Connecticut 06410
(203) 272-2596
Daniel A. Neff
Mark Gordon
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
CALCULATION OF FILING FEE
Transaction Valuation*
Amount of Filing Fee**
$8,869,338,229.18 $ 1,030,617.10
*
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, based on the product of  (i) $212.83, the average of the high and low sales prices per share of Synageva common stock on May 20, 2015, as reported by Nasdaq, and (ii) 41,673,346, the estimated number of shares of Synageva common stock to be exchanged in the transactions for the transaction.
**
The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals 0.00011620 multiplied by the estimated transaction valuation.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:   $473,736.18 Filing Party:   Alexion Pharmaceuticals, Inc.
Form or Registration No.:   Form S-4 Date Filed:   May 22, 2015

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer:   

This Tender Offer Statement on Schedule TO is filed by Alexion Pharmaceuticals, Inc. (“Alexion”), a Delaware corporation, and Pulsar Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Alexion (the “Offeror”). This Schedule TO relates to the offer by the Offeror to exchange for each outstanding share of common stock, $0.001 par value per share, of Synageva BioPharma Corp. (“Synageva”), a Delaware corporation, (a) $ 115.00 in cash, without interest and less any applicable withholding taxes, and (b) 0.6581 shares of Alexion common stock, par value $0.0001 per share, plus cash in lieu of any fractional shares of Alexion common stock (together, the “transaction consideration”) (collectively, subject to the terms and conditions set forth in the Prospectus/Offer to Exchange and the related Letter of Transmittal, and together with any amendments or supplements thereto, the “Offer”).
Alexion has filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 on May 22, 2015, relating to the offer and sale of shares of Alexion common stock to be issued to holders of shares of Synageva common stock validly tendered into the Offer and not properly withdrawn (the “Registration Statement”). The terms and conditions of the Offer are set forth in the Prospectus/Offer to Exchange, which is a part of the Registration Statement and filed as Exhibit (a)(4) hereto (the “Prospectus/Offer to Exchange”), and the related letter of transmittal, which is filed as Exhibit (a)(1)(A) hereto (the “Letter of Transmittal”). Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus/Offer to Exchange and the Letter of Transmittal, including any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by Alexion or the Offeror, is hereby expressly incorporated into this Schedule TO by reference in response to items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO.
Item 1.   Summary Term Sheet.
The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Summary” and “Questions and Answers About The Offer” is incorporated into this Schedule TO by reference.
Item 2.   Subject Company Information.
(a)   The subject company of the Offer is Synageva BioPharma Corp., a Delaware corporation. The address and telephone number of Synageva’s principal executive offices is 33 Hayden Avenue, Lexington, Massachusetts 02421, (781) 357-9900.
(b)   As of May 15, 2015, there were 37,225,329 shares of Synageva common stock, $0.001 par value per share, issued and outstanding.
(c)   The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Comparative Market Price and Dividend Matters” is incorporated into this Schedule TO by reference.
Item 3.   Identity and Background of Filing Person.
The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Companies — Alexion” and “The Companies — Offeror” and Annex E of the Prospectus/Offer to Exchange entitled “Directors and Executive Officers of Alexion and the Offeror” is incorporated into this Schedule TO by reference.
Item 4.   Terms of the Transaction.
The information set forth in the Prospectus/Offer to Exchange is incorporated into this Schedule TO by reference, including the sections of the Prospectus/Offer to Exchange entitled “The Transactions” (including “The Transactions — Accounting Treatment”), “Exchange Offer Procedures,” “Transaction Agreement,” “Voting and Support Agreements,” “Material U.S. Federal Income Tax Consequences” and “Comparison of Stockholders’ Rights,” as well as Annex A, Annex B and Annex C of the Prospectus/Offer to Exchange, and the information set forth in the Letter of Transmittal is incorporated into this Schedule TO by reference, including the section of the Letter of Transmittal entitled “Instructions Forming Part of the Terms and Conditions of the Offer.”
1

Item 5.   Past Contacts, Transactions, Negotiations and Agreements.
The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Companies,” “The Transactions — Background of the Transactions,” “The Transactions — Alexion’s Reasons for the Transactions,” “The Transactions — Synageva’s Reasons for the Transactions; Recommendation of Synageva’s Board of Directors,” “The Transactions — Interests of Certain Persons in the Transaction,” The Transactions — Certain Relationships with Synageva,” “Transaction Agreement” and “Voting and Support Agreements is incorporated into this Schedule TO by reference.
Item 6.   Purposes of the Transaction and Plans or Proposals.
The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Questions and Answers About the Offer — Why is Alexion proposing the offer and the mergers?,” “The Transactions — Background of the Transactions,”The Transactions — Alexion’s Reasons for the Transactions,” “The Transactions — Plans for Synageva,and Transaction Agreement” is incorporated into this Schedule TO by reference.
Item 7.   Source and Amount of Funds or Other Consideration.
The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Transactions — Source and Amount of Funds” is incorporated into this Schedule TO by reference.
Item 8.   Interest in Securities of the Subject Company.
The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Transactions — Certain Relationships with Synageva” and “Voting and Support Agreements” is incorporated into this Schedule TO by reference.
Item 9.   Persons/Assets Retained, Employed, Compensated or Used.
(a) The information set forth in the section of the Prospectus/Offer to Exchange entitled Exchange Offer Procedures — Fees and Expenses” is incorporated into this Schedule TO by reference.
Item 10.   Financial Statements.
The information set forth in the sections of the Prospectus entitled “Selected Historical Consolidated Financial Data of Alexion,” “Selected Historical Consolidated Financial Data of Synageva,” “Selected Unaudited Pro Forma Combined Financial Data,” “Unaudited Pro Forma Combined Financial Data” and “Where to Obtain Additional Information is incorporated into this Schedule TO by reference.
Item 11.   Additional Information.
The information set forth in the Prospectus/Offer to Exchange and the Letter of Transmittal is incorporated into this Schedule TO by reference.
Item 12.   Exhibits.
Exhibit No.
Description
(a)(1)(A) Form of Letter of Transmittal (incorporated by reference to Exhibit 99.2 to Alexion Pharmaceutical, Inc.’s Registration Statement on Form S-4 filed on May 22, 2015).
(a)(1)(B) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to Alexion Pharmaceutical, Inc.’s Registration Statement on Form S-4 filed on May 22, 2015).
(a)(1)(C) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to Alexion Pharmaceutical, Inc.’s Registration Statement on Form S-4 filed on May 22, 2015).
(a)(4) Prospectus/Offer to Exchange (incorporated by reference to Alexion Pharmaceutical, Inc.’s Registration Statement on Form S-4 filed on May 22, 2015).
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Exhibit No.
Description
(a)(5)(A) Joint Press Release issued by Alexion Pharmaceuticals, Inc. and Synageva BioPharma Corp., dated May 6, 2015, announcing execution of definitive agreement (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Alexion Pharmaceuticals, Inc. on May 6, 2015).
(a)(5)(B) Slide presentation entitled “Alexion: Global Leader in Rare Diseases” (incorporated by reference to Alexion Pharmaceutical, Inc.’s filing pursuant to Rule 425 on May 6, 2015).
(a)(5)(C) Email from David Hallal to Alexion employees (incorporated by reference to Alexion Pharmaceuticals, Inc.’s filing pursuant to Rule 425 on May 6, 2015).
(a)(5)(D) Slide presentation entitled “Global Town Hall” (incorporated by reference to Alexion Pharmaceutical, Inc.’s filing pursuant to Rule 425 on May 11, 2015).
(a)(5)(E) Transcript from recording of town hall meeting (incorporated by reference to Alexion Pharmaceutical, Inc.’s filing pursuant to Rule 425 on May 11, 2015).
(a)(5)(F) Form of Summary Advertisement (filed herewith).
(d)(1) Agreement and Plan of Reorganization, dated May 5, 2015, among Alexion Pharmaceuticals, Inc., Pulsar Merger Sub Inc., Galaxy Merger Sub LLC and Synageva BioPharma Corp., (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Alexion Pharmaceuticals, Inc. on May 6, 2015).
(d)(2) Voting and Support Agreement by and among Alexion Pharmaceuticals, Inc., Pulsar Merger Sub Inc. and the stockholders listed therein, dated as of May 5, 2015 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by Alexion Pharmaceuticals, Inc. on May 6, 2015).
(d)(3) Voting and Support Agreement by and among Alexion Pharmaceuticals, Inc., Pulsar Merger Sub Inc. and Thomas J. Tisch, dated as of May 5, 2015 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Alexion Pharmaceuticals, Inc. on May 6, 2015).
Item 13.   Information Required by Schedule 13E-3.
Not applicable.
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SIGNATURES
After due inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 22, 2015
PULSAR MERGER SUB INC.
By: /s/ Scott D. Phillips
Name: Scott D. Phillips
Title:   President
ALEXION PHARMACEUTICALS INC.
By: /s/ David Hallal
Name: David Hallal
Title:   Chief Executive Officer
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EXHIBIT INDEX
Exhibit No.
Description
(a)(1)(A) Form of Letter of Transmittal (incorporated by reference to Exhibit 99.2 to Alexion Pharmaceutical, Inc.’s Registration Statement on Form S-4 filed on May 22, 2015).
(a)(1)(B) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to Alexion Pharmaceutical, Inc.’s Registration Statement on Form S-4 filed on May 22, 2015).
(a)(1)(C) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to Alexion Pharmaceutical, Inc.’s Registration Statement on Form S-4 filed on May 22, 2015).
(a)(4) Prospectus/Offer to Exchange (incorporated by reference to Alexion Pharmaceutical, Inc.’s Registration Statement on Form S-4 filed on May 22, 2015).
(a)(5)(A) Joint Press Release issued by Alexion Pharmaceuticals, Inc. and Synageva BioPharma Corp., dated May 6, 2015, announcing execution of definitive agreement (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Alexion Pharmaceuticals, Inc. on May 6, 2015).
(a)(5)(B) Slide presentation entitled “Alexion: Global Leader in Rare Diseases” (incorporated by reference to Alexion Pharmaceutical, Inc.’s filing pursuant to Rule 425 on May 6, 2015).
(a)(5)(C) Email from David Hallal to Alexion employees (incorporated by reference to Alexion Pharmaceuticals, Inc.’s filing pursuant to Rule 425 on May 6, 2015).
(a)(5)(D) Slide presentation entitled “Global Town Hall” (incorporated by reference to Alexion Pharmaceutical, Inc.’s filing pursuant to Rule 425 on May 11, 2015).
(a)(5)(E) Transcript from recording of town hall meeting (incorporated by reference to Alexion Pharmaceutical, Inc.’s filing pursuant to Rule 425 on May 11, 2015).
(a)(5)(F) Form of Summary Advertisement (filed herewith).
(d)(1) Agreement and Plan of Reorganization, dated May 5, 2015, among Alexion Pharmaceuticals, Inc., Pulsar Merger Sub Inc., Galaxy Merger Sub LLC and Synageva BioPharma Corp., (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Alexion Pharmaceuticals, Inc. on May 6, 2015).
(d)(2) Voting and Support Agreement by and among Alexion Pharmaceuticals, Inc., Pulsar Merger Sub Inc. and the stockholders listed therein, dated as of May 5, 2015 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by Alexion Pharmaceuticals, Inc. on May 6, 2015).
(d)(3) Voting and Support Agreement by and among Alexion Pharmaceuticals, Inc., Pulsar Merger Sub Inc. and Thomas J. Tisch, dated as of May 5, 2015 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Alexion Pharmaceuticals, Inc. on May 6, 2015).

Exhibit (a)(5)(F)

 

A registration statement relating to the securities proposed to be issued in the Offer (as defined below) has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. Such securities may not be sold nor may offers to buy such securities be accepted prior to the time the registration statement becomes effective. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Synageva common stock, nor is it an offer to buy or a solicitation of an offer to sell shares of Alexion common stock, and the statements herein are subject in their entirety to the terms and conditions of the Offer. The Offer is made solely by the prospectus/offer to exchange and the related letter of transmittal, and any amendments or supplements thereto, and is being made to all holders of shares of Synageva common stock. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of shares of Synageva common stock in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, "blue sky" or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Offeror (as defined below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Offeror. Notice of Offer by Pulsar Merger Sub Inc., a wholly owned subsidiary of Alexion Pharmaceuticals, Inc., to exchange each outstanding share of common stock of Synageva BioPharma Corp. for $115.00 in cash and 0.6581 shares of common stock of Alexion Pharmaceuticals, Inc. (subject to the terms and conditions described in the prospectus/offer to exchange and letter of transmittal) Alexion Pharmaceuticals, Inc. ("Alexion"), through its direct wholly owned subsidiary Pulsar Merger Sub Inc. (the "Offeror"), is offering to exchange for each outstanding share of common stock of Synageva BioPharma Corp. ("Synageva"), par value $ 0.001 per share, validly tendered in the Offer and not properly withdrawn: o $115.00 in cash; and o 0.6581 shares of Alexion common stock, plus cash in lieu of any fractional shares; in each case, without interest and less any applicable withholding taxes (such consideration, the "offer consideration," and such offer, on the terms and subject to the conditions and procedures set forth in the prospectus/offer to exchange, dated May 22, 2015 (the "prospectus/offer to exchange"), and in the related letter of transmittal, together with any amendments or supplements thereto, the "Offer"). THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF JUNE 19, 2015, UNLESS EXTENDED OR TERMINATED. SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE OFFER. The Offer is being made pursuant to the Agreement and Plan of Reorganization, dated as of May 5, 2015 (as it may be amended from time to time, the "Transaction Agreement"), by and among Alexion, the Offeror, Galaxy Merger Sub LLC, a direct wholly owned subsidiary of Alexion ("Merger Sub") and Synageva. The Transaction Agreement provides, among other things, that the Offeror will make the Offer and, subject to the satisfaction or waiver of certain conditions, the Offeror will accept for exchange, and promptly thereafter exchange, shares of Synageva common stock validly tendered in the Offer and not properly withdrawn. Following consummation of the Offer, subject to the terms and conditions set forth in the Transaction Agreement, the Offeror will be merged with and into Synageva (the "First Merger"), with Synageva continuing as the surviving corporation in the First Merger and a direct wholly owned subsidiary of Alexion. Immediately thereafter, the corporation surviving the First Merger will be merged with and into Merger Sub (the "Second Merger" and, together with the First Merger, the "Mergers"), with Merger Sub continuing as the surviving company in the Second Merger and a direct wholly owned subsidiary of Alexion. If the Offer is completed, the First Merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware (the "DGCL"), and accordingly, no stockholder vote will be required to consummate the First Merger. At the effective time of the First Merger, each outstanding share of Synageva common stock (other than shares of Synageva common stock held in treasury by Synageva or held by Alexion, any subsidiary of Alexion or any subsidiary of Synageva and shares of Synageva common stock held by stockholders who have properly exercised appraisal rights with respect to such shares in accordance with Delaware law) will be automatically converted into the right to receive the offer consideration. As a result of the Mergers, Synageva will cease to be a publicly traded company and will become wholly owned by Alexion. The Transaction Agreement is more fully described in the prospectus/offer to exchange. The offer and withdrawal rights will expire at 12:00 p.m., midnight, New York City time, at the end of June 19, 2015 (the "Expiration Date," unless the Offeror has extended the period during which the Offer is open in accordance with the Transaction Agreement, in which event "Expiration Date" will mean the latest time and date at which the Offer, as so extended by the Offeror, shall expire). The Offer is not subject to any financing condition. The Offer is conditioned upon, among other things, the satisfaction of the Minimum Tender Condition (as described below) and the HSR Condition (as described below). The "Minimum Tender Condition" requires that the number of shares of Synageva common stock that have been validly tendered in accordance with the terms of the Offer and not properly withdrawn on or prior to the Expiration Date, together with any shares then owned by Alexion, the Offeror and Alexion's other subsidiaries, represents at least a majority of all then-outstanding shares of Synageva common stock. The "HSR Condition" requires that any applicable waiting period (or extension thereof ) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), has expired or been terminated. The Offer is also subject to other conditions as set forth in the Transaction Agreement and described in the prospectus/offer to exchange (together with the conditions described above, the "Offer Conditions"). The board of directors of Synageva has unanimously (i) approved and declared advisable the Transaction Agreement, the Offer, the Mergers and the other transactions contemplated by the Transaction Agreement, (ii) determined that the terms of the Transaction Agreement, the Offer, the Mergers and the other transactions contemplated by the Transaction Agreement are fair to and in the best interests of the stockholders of Synageva, and (iii) resolved to recommend that Synageva stockholders accept the Offer and tender their shares of Synageva common stock to the Offeror pursuant to the Offer. Under certain circumstances, as set forth in the Transaction Agreement and summarized in the prospectus/offer to exchange, the Offeror may be required to extend the Offer and the previously scheduled expiration date. In the case of any extension, any such announcement will be issued no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration date. Subject to applicable law (including Rules 14d-4(c) and 14d-6(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which require that any material change in the information published, sent or given to stockholders in connection with the Offer be promptly disseminated to stockholders in a manner reasonably designed to inform them of such change) and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror assumes no obligation to publish, advertise or otherwise communicate any such public announcement of this type other than by issuing a press release. During any extension, shares of Synageva common stock previously validly tendered and not properly withdrawn will remain subject to the Offer, subject to the right of each Synageva stockholder to withdraw previously tendered Synageva shares. Subject to the terms and conditions of the Transaction Agreement, the Offeror also reserves the right to waive any Offer Condition or modify the terms of the Offer. Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the shares of Alexion common stock to be issued as consideration in the Offer or passed on upon the adequacy or accuracy of the prospectus/offer to exchange. Any representation to the contrary is a criminal offense. Upon the terms of the Offer and subject to the satisfaction or waiver of the Offer Conditions (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), promptly after the Expiration Date, the Offeror will accept for exchange, and will thereafter promptly exchange, shares validly tendered and not properly withdrawn prior to the Expiration Date. In all cases, a Synageva stockholder will receive consideration for tendered Synageva shares only after timely receipt by the exchange agent of certificates for those shares, if any, or a confirmation of a book-entry transfer of those shares into the exchange agent's account at The Depository Trust Company ("DTC"), a properly completed and duly executed letter of transmittal or an agent's message in connection with a book-entry transfer and any other required documents. For purposes of the Offer, the Offeror will be deemed to have accepted for exchange shares validly tendered and not properly withdrawn if and when it notifies the exchange agent of its acceptance of those shares pursuant to the Offer. The exchange agent will deliver to the applicable Synageva stockholders any cash and shares of Alexion common stock issuable in exchange for shares validly tendered and accepted pursuant to the Offer promptly after receipt of such notice. The exchange agent will act as the agent for tendering Synageva stockholders for the purpose of receiving cash and shares of Alexion common stock from the Offeror and transmitting such cash and stock to the tendering Synageva stockholders. Synageva stockholders will not receive any interest on any cash that the Offeror pays in the Offer, regardless of any extension of the Offer and even if there is a delay in making the exchange. Synageva stockholders may withdraw tendered shares of Synageva common stock at any time until the Expiration Eate and, if the Offeror has not agreed to accept the shares for exchange on or prior to July 20, 2015, Synageva stockholders may thereafter withdraw their shares from tender at any time after such date until the Offeror accepts shares for exchange. For the withdrawal of shares to be effective, the exchange agent must receive a written notice of withdrawal from the Synageva stockholder at one of the addresses set forth in the prospectus/offer to exchange, prior to the Expiration Date. The notice must include the Synageva stockholder's name, address, social security number, the certificate number(s), if any, the number of shares to be withdrawn and the name of the registered holder, if it is different from that of the person who tendered those shares, and any other information required pursuant to the Offer or the procedures of DTC, if applicable. The Offeror is not providing for guaranteed delivery procedures and therefore Synageva stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of DTC prior to the Expiration Date. Synageva stockholders must tender their Synageva shares in accordance with the procedures set forth in the prospectus/offer to exchange and related letter of transmittal. The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Exchange Act is contained in the prospectus/offer to exchange and is incorporated herein by reference. Synageva has provided the Offeror with Synageva's stockholder list and security position listings for the purpose of disseminating the prospectus/offer to exchange, the related letter of transmittal and other related materials to Synageva stockholders. The prospectus/offer to exchange and related letter of transmittal will be mailed to record holders of shares of Synageva common stock and to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of shares of Synageva common stock. It is intended that the Offer and the Mergers, taken together, qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Each Synageva stockholder should read the discussion under "Material U.S. Federal Income Tax Consequences" in the prospectus/offer to exchange and should consult its own tax advisor as to the particular tax consequences of the Offer and the Mergers to such stockholder, including the applicability and effect of any U.S. federal, state, local or non-U.S. tax laws. The prospectus/offer to exchange and the related letter of transmittal contain important information. Holders of shares of Synageva common stock should carefully read those documents in their entirety before any decision is made with respect to the Offer. Questions and requests for assistance may be directed to the information agent at its address and telephone number set forth below. Requests for copies of the prospectus/offer to exchange, the letter of transmittal and other exchange offer materials may be directed to the information agent. Stockholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer. Alexion will reimburse brokers, dealers, commercial banks and trust companies and other nominees, upon request, for customary clerical and mailing expenses incurred by them in forwarding offering materials to their customers. Except as set forth above, neither Alexion nor the Offeror will pay any fees or commissions to any broker, dealer or other person for soliciting tenders of shares pursuant to the Offer. The Information Agent for the Offer is: 480 Washington Boulevard, 26th Floor Jersey City, NJ 07310 Banks, Brokers and Stockholders Call Toll-Free: (888) 206-0860 E-mail: SynagevaExchange@georgeson.com May 22, 2015 NYT7.65 x 21 64308 Georgeson Inc. doremus fp (212) 366-3800 Description: Alexion Pharmaceuticals, Inc. Tender DoremusGraphics/64308-Alexion 05/21/2015 Proof 5 4 3