Subsequent events

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

Subsequent events

Subsequent events

In April 2020, Portola, BMS and Pfizer agreed to terminate the Collaboration and License Agreement among the parties, dated February 1, 2016, for the development and commercialization of andexanet alfa in Japan. As a result, on April 3, 2020, we received a written notice of termination from BMS and Pfizer and will regain full Japanese rights for andexanet alfa. Japan represents the third largest market for Factor Xa inhibitors after the United States and the EU 5 countries. We will have exclusive rights to develop and commercialize andexanet alfa in the United States, Europe, Japan and rest of the world markets.

Pursuant to the terms of the agreement, the termination will be effective on October 2, 2020 and over the next 180 days we intend to work collaboratively with BMS, Pfizer and Japanese regulators to transition the andexanet alfa Japanese development and commercialization program to us, and advance the plans for regulatory filing.

On May 5, 2020, we entered into a definitive agreement and plan of merger (the “Merger Agreement”) with Alexion Pharmaceuticals, Inc. (“Alexion”) and its subsidiary, Odyssey Merger Sub Inc. (“Purchaser”). Under the terms of the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser will commence a tender offer to purchase all of the outstanding ordinary shares of Portola for $18.00 per share, in cash without interest and subject to applicable withholding tax (the “Offer”). The obligation of Alexion and Purchaser to consummate the Offer is subject to the tender of a majority of our outstanding shares in the Offer and other customary conditions. If these conditions are satisfied and the Offer closes, Purchaser will acquire any remaining shares through a merger pursuant to section 251(h) of the Delaware General Corporate Law (DGCL). As soon as practicable following (but in any event on the same day as) the closing of the Offer, Purchaser will be merged into Portola and Portola will become a direct, wholly owned subsidiary of Alexion. The acquisition is expected to close in the third quarter of 2020. If the Merger Agreement is terminated under specified circumstances, the terminating party may be required to pay the other party a termination fee of $51.5 million.

See “Part II - Other Information - Item 1A Risk Factors” to these Condensed Consolidated Financial Statements for a discussion of the risk factors related to the proposed acquisition of Portola by Alexion.