Alexion Issues Statement on Path to Value Creation

Alexion Pharmaceuticals, Inc. (NASDAQ:ALXN) today issued the following statement on behalf of the Board of Directors and management team:

"The Board and management team are focused on delivering long-term shareholder value by advancing our mission of developing and delivering transformative medicines for people with rare diseases.

As part of this commitment, we maintain an active dialogue with shareholders and welcome all constructive input. We have a history of seeking, considering and incorporating feedback from all our shareholders. In that spirit, at their request, we have recently engaged in good faith with Elliott Advisors (UK) Limited, an affiliate of Elliott Management, to listen to their point of view, including their recommendation that we immediately launch a proactive sale process. Consistent with its fiduciary duties, the Board unanimously decided that conducting a proactive sale process would not be in the best interest of shareholders and the patients we serve at this time. However, in the interest of transparency, we feel it is important for all our stakeholders to hear about our decision directly from us.

Refreshed, Independent and Experienced Board Committed to Fiduciary Duties and Good Governance

Our Board regularly reviews our strategy and underlying assumptions to ensure that Alexion is on the best path to creating shareholder value. In considering Elliott’s recommendation, we have had the benefit of our Board’s exceptional industry backgrounds, investment experience and M&A leadership, including evaluating, negotiating and executing on numerous mergers, acquisitions and sales of major companies throughout their careers. Since 2017, Alexion has added five new directors, including a new Chief Executive Officer, and several of these new directors with desirable skillsets, independence and expertise were added with the benefit of input from Elliott and other investors.

In deciding that it would be inadvisable to follow Elliott’s recommendation, our Board considered, among other factors, that it is highly unusual, if not unprecedented, for a biopharmaceutical company of our size and maturity to proactively launch a sale process. We do not believe this approach is the best path for driving shareholder value.

To eliminate confusion and inaccurate information in the marketplace, to-date, Alexion has not received any indications of interest to acquire the Company nor have we rejected any such inbound proposals. As we have a strong commitment to transparency, we believe that our public disclosures provide significant detail into the state of our business sufficient to allow shareholders or a potential strategic partner to understand our current and future prospects. Were we to ever receive legitimate and actionable proposals, the Board would evaluate them in accordance with their fiduciary duties and act in the best interest of all shareholders.