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Item 2.02.
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Results of Operations and Financial Condition.
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On
May 11, 2020, Portola Pharmaceuticals, Inc., a Delaware corporation (“Portola”), issued
a press release announcing its financial results for the quarter ended March 31, 2020. A copy of the press release
is furnished as Exhibit 99.1 to this Form 8-K.
The
information in this Form 8-K and the Exhibit attached hereto shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference
in such a filing.
Cautionary Notes Regarding Forward-Looking
Statements
To
the extent that statements contained in this communication are not descriptions of historical facts, they are forward-looking statements
reflecting the current beliefs, certain assumptions and current expectations of management and may be identified by words such
as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,”
“intends,” “strategy,” “future,” “opportunity,” “may,” “will,”
“should,” “could,” “potential,” or similar expressions. Such forward-looking statements are
based on management’s current expectations, beliefs, estimates, projections and assumptions. As such, forward-looking statements
are not guarantees of future performance and involve inherent risks and uncertainties that are difficult to predict. As a result,
a number of important factors could cause actual results to differ materially from those indicated by such forward-looking statements,
including: the risk that the proposed acquisition of Portola by Alexion may not be completed; the possibility that competing offers
or acquisition proposals for Portola will be made; the delay or failure of the tender offer conditions to be satisfied (or waived),
including insufficient shares of Portola common stock being tendered in the tender offer; the failure (or delay) to receive the
required regulatory approvals of the proposed acquisition; the possibility that prior to the completion of the transactions contemplated
by the acquisition agreement, Alexion’s or Portola’s business may experience significant disruptions due to transaction-related
uncertainty; the effects of disruption from the transactions of Portola’s business and the fact that the announcement and
pendency of the transactions may make it more difficult to establish or maintain relationships with employees, manufactures, suppliers,
vendors, business partners and distribution channels to patients; the occurrence of any event, change or other circumstance that
could give rise to the termination of the acquisition agreement; the risk that stockholder litigation in connection with the proposed
transaction may result in significant costs of defense, indemnification and liability; the failure of the closing conditions set
forth in the acquisition agreement to be satisfied (or waived); the anticipated benefits of Portola’s therapy (Andexxa) not
being realized (including expansion of the number of patients using the therapy); the phase 4 study regarding Andexxa does not
meet its designated endpoints and/or is not deemed safe and effective by the Food and Drug Administration (“FDA”) or
other regulatory agencies (and commercial sales are prohibited or limited); future clinical trials of Portola products not proving
that the therapies are safe and effective to the level required by regulators; anticipated Andexxa sales targets are not satisfied;
Andexxa does not gain acceptance among physicians, payers and patients; potential future competition by other Factor Xa inhibitor
reversal agents; decisions of regulatory authorities regarding the adequacy of the research and clinical tests, marketing approval
or material limitations on the marketing of Portola products; delays or failure of product candidates or label extension of existing
products to obtain regulatory approval; delays or the inability to launch product candidates (including products with label extensions)
due to regulatory restrictions; failure to satisfactorily address matters raised by the FDA and other regulatory agencies; the
possibility that results of clinical trials are not predictive of safety and efficacy results of products in broader patient populations;
the possibility that clinical trials of product candidates could be delayed or terminated prior to completion for a number of reasons;
the adequacy of pharmacovigilance and drug safety reporting processes; and a variety of other risks set forth from time to time
in Alexion's or Portola’s filings with the Securities and Exchange Commission (the "SEC"), including but not limited to the risks discussed in Alexion's Annual Report
on Form 10-K for the year ended December 31, 2019 and in its other filings with the SEC and the risks discussed in Portola’s
Annual Report on Form 10-K for the year ended December 31, 2019 and in its other filings with the SEC. The risks and
uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty. The extent
to which the COVID-19 pandemic impacts Portola’s and Alexion’s businesses, operations, and financial results,
including the duration and magnitude of such effects, will depend on numerous factors, which are unpredictable, including, but
not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and
how quickly and to what extent normal economic and operating conditions can resume. Alexion and Portola disclaim any obligation
to update any of these forward-looking statements to reflect events or circumstances after the date hereof, except as required
by law.