About Us

Achillion Pharmaceuticals, Inc. (NASDAQ:ACHN) is a clinical-stage biopharmaceutical company focused on advancing its orally administered factor D inhibitors into late-stage development and commercialization. Factor D is an essential protein within the amplification loop of the alternative pathway of the complement system. Achillion is focusing its drug development activities on alternative pathway-mediated, rare diseases where there are no approved therapies or where existing therapies are inadequate for patients.

Experts believe the alternative pathway plays a critical role in a number of disease conditions including rare orphan conditions such as PNH, a blood disorder, C3G and immune complex membranoproliferative glomerulonephritis, or IC-MPGN, both diseases affecting the kidney, as well as several more prevalent indications.

The Company’s first-generation factor D inhibitor, danicopan (ACH-4471), has demonstrated preliminary clinical proof-of-concept in patients with paroxysmal nocturnal hemoglobinuria, or PNH, a blood disorder, and C3 glomerulopathy, or C3G, a disease affecting the kidney, and has advanced into phase II clinical trials in both diseases. In addition to danicopan, we have two potent and specific orally-administered second generation factor D inhibitors in phase I clinical trials, ACH-5228 and ACH-5548.

To advance its investigational drugs into phase 3 and commercialization, the Company plans to work closely with key stakeholders including patients, payors, regulators and healthcare professionals.


Pending Acquisition of Achillion by Alexion

Special Meeting

We will hold the Special Meeting on December 19, 2019, at 9:00 a.m., Eastern time, at The Union League, 140 South Broad Street, Philadelphia, Pennsylvania 19102.

Details of Transaction

On October 15, 2019, Achillion entered into an Agreement and Plan of Merger, or Merger Agreement with Alexion Pharmaceuticals, Inc., a Delaware corporation, or Alexion, and Beagle Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Alexion, or Merger Sub. Pursuant to the Merger Agreement, on the terms and subject to the conditions thereof, Merger Sub will merge with and into Achillion, which we refer to herein as the Merger, with Achillion surviving the Merger as a wholly owned subsidiary of Alexion. The initial consideration of approximately $930 million, or $6.30 per share of our common stock, will be funded by Alexion from cash on hand. The transaction includes the potential for additional consideration in the form of non-tradeable contingent value rights, or CVRs, which will pay our shareholders up to $2.00 per share if certain clinical and regulatory milestones are achieved within specified periods. These include $1.00 per share for FDA approval of danicopan within fifty-four months of the closing date of the transaction and $1.00 per share for ACH-5228 Phase 3 initiation within four years of the closing date of the transaction. Alexion’s acquisition of the Company is subject to the approval of Company shareholders and satisfaction of customary closing conditions and approval from relevant regulatory agencies, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Subject to the satisfaction of these conditions, the parties expect the transaction to close in the first half of 2020. Additional information related to the Merger Agreement is set forth in our Current Report on Form 8-K filed with the SEC on October 16, 2019, which includes the full text of the Merger Agreement as Exhibit 2.1. Press release of deal:

Special Meeting Rules of Conduct for Meeting
Proxy and Proxy Supplement
Achillion Voting Procedures
Special Meeting Agenda