Amarin Corp Plc (AMRN)

[ggwpq]

Background of the MDCO BO,
https://www.sec.gov/Archives/edgar/data/1113481/000104746919006661/a2240222zsc14d9.htm :

In the ordinary course of business, the Board of Directors, with the assistance of the Company's senior management team and the Company's advisors, regularly reviews and evaluates different strategies for improving the Company's near-term and long-term operational prospects and competitive position and enhancing stockholder value. As part of these discussions, the Board of Directors has, from time to time, considered various strategic alternatives in pursuing its business plan, including acquisitions, mergers, divestitures, joint ventures, strategic collaborations, various licensing arrangements and business combinations, such as a sale of the Company.

On June 10, 2018, the Company's then Chief Executive Officer, Clive Meanwell, MD PhD contacted a representative of a global pharmaceutical company ("Party A") with a respect to a potential strategic collaboration between the Company and Party A.

During the month of June 2018, representatives of the Company and representatives of Party A held preliminary discussions regarding various strategic collaborations between the two companies.

On June 14, 2018, the Board of Directors held a special telephonic meeting with certain members of the Company's senior management in attendance. During the course of the meeting, Dr. Meanwell provided an overview of, and the directors discussed, the recent preliminary discussions between the Company and Party A. On June 20, 2018, the Company entered into a confidentiality agreement with Party A that included customary standstill provisions for a period of eighteen months with a customary "fall away" provision providing that the standstill obligations would terminate in certain circumstances, including upon the Company entering into a binding agreement related to a change of control of the Company.

From June 21, 2018 through August 2018, representatives of Party A conducted due diligence with respect to the Company and the Company provided documentation and materials to Party A in connection with its due diligence efforts.

On September 6, 2018, representatives of Party A communicated to Dr. Meanwell that Party A was no longer interested in pursuing a strategic transaction with the Company.

On September 18, 2018, the Board of Directors held a regularly scheduled in person meeting with certain members of the Company's senior management in attendance. At that meeting, members of the Company's senior management informed the Board of Directors that Party A was no longer pursuing a strategic transaction with the Company.

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On December 11, 2018, the Company announced that the Board of Directors had appointed Mark Timney as the Company's new Chief Executive Officer, effective immediately. On the same date, Dr. Meanwell was appointed as the Company's Chief Innovation Officer.

On December 24, 2018, Mr. Timney, as part of his regular dialogue with industry participants, had a teleconference with a representative of a global pharmaceutical company ("Party B") during which the representative of Party B expressed an interest in inclisiran and potentially pursuing a strategic transaction with the Company.

On January 10, 2019, Mr. Timney and other representatives of the Company's senior management had a teleconference with representatives of Party B to provide a high-level overview of inclisiran.

In January 2019, Mr. Timney, as part of his regular dialogue with industry participants, contacted Paul Hudson, the then-CEO of Parent's Pharmaceuticals division, to discuss Parent's potential interest in a partnership with the Company relating to inclisiran. Mr. Hudson indicated to Mr. Timney that Parent was not interested in pursuing such a transaction with the Company at such time.

On February 12, 2019, the Company entered into a confidentiality agreement with Party B that included customary standstill provisions for a period of twelve months with a customary "fall away" provision providing that the standstill obligations would terminate in certain circumstances, including upon the Company entering into a binding agreement related to a change of control of the Company.

On February 15, 2019, representatives of Party B presented Mr. Timney with a preliminary proposal for a global commercial partnership between Party B and the Company pursuant to which, among other things, Party B would lead the commercialization of inclisiran world-wide, the Company would be entitled to certain milestone payments and the Company and Party B would equally split global profits and losses related to inclisiran (such proposal, the "Party B Proposal").

On February 26, 2019, the Board of Directors held a special telephonic meeting with certain members of the Company's senior management and a representative from Paul, Weiss, Rifkind, Wharton & Garrison LLP ("Paul, Weiss"), legal counsel to the Company, in attendance. During the course of the meeting, the Board of Directors discussed the Party B Proposal and determined that the terms of this proposal were not in the best interests of the Company's stockholders and therefore determined not to pursue the Party B Proposal. Following this meeting, Mr. Timney informed a representative of Party B that the Board of Directors has decided not to pursue the Party B Proposal.

On May 18, 2019, the Company announced positive results for its ORION-3 study open-label extension study of the Phase 2 ORION-1 trial to assess the efficacy, safety and tolerability of long-term dosing of inclisiran, which results were presented that day at the National Lipid Association ("NLA") Scientific Sessions in Miami, Florida. Mr. Timney sent Mr. Hudson an email on May 20, 2019, with the data from the ORION-3 study open-label extension study that had been presented at the NLA Scientific Sessions.

Also on May 20, 2019, Mr. Timney, as part of his regular engagement with industry participants, sent an e-mail to a representative of a global pharmaceutical company ("Party C") with respect to the ORION-3 study results.

On May 29, 2019, Neil Johnston, Parent's Global Head of Business Development & Licensing, responded by e-mail to Mr. Timney's e-mail of May 20, 2019 in which he expressed Parent's interest in engaging in further discussions with the Company regarding potential partnering activities relating to inclisiran. In his e-mail, Mr. Johnston introduced Alette Verbeek, Global Head of Business Development & Licensing, Cardiovascular, Renal & Metabolic at Parent, to Mr. Timney. Mr. Timney did not respond to the email.

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On June 4, 2019, Mr. Timney engaged in e-mail correspondence with a representative of Party C in which the parties expressed mutual interest in engaging in preliminary discussions regarding a potential acquisition of the Company by Party C.

On June 25, 2019, the Company entered into a confidentiality agreement with Party C that included customary standstill provisions for a period of twelve months with a customary "fall away" provision providing that the standstill obligations would terminate in certain circumstances, including upon the Company entering into a binding agreement related to a change of control of the Company.

Throughout June and July 2019, representatives of the Company engaged in preliminary discussions with, and responded to inquiries from, various third parties (including Party A, Party B and Party C) with respect to inclisiran and/or potential strategic transactions or partnerships.

On August 7, 2019, Ms. Verbeek contacted Mr. Timney to inquire about engaging in discussions regarding inclisiran and Parent's potential interest in partnering activities with the Company, following which Mr. Timney introduced Ms. Verbeek to Mr. Whit Bernard, the Company's Senior Vice President of Commercial Strategy and Business Development.

On August 12, 2019, Mr. Timney and Ms. Verbeek had a teleconference to discuss Parent's interest in partnering activities for inclisiran and to coordinate a potential path forward with respect to exploring such partnering activities. During this discussion, Mr. Timney and Ms. Verbeek agreed that, before engaging in any further exploratory conversations, Parent and the Company would need to enter into a confidentiality agreement.

On August 14, 2019, representatives of the Company, including Mr. Timney and Mr. Bernard, held a due diligence review meeting with representatives of Party C.

On August 20, 2019, representatives of the Company met with representatives of Party B during which representatives of the Company provided representatives of Party B with an update on clinical development of inclisiran and a commercial overview. The parties' representatives discussed the possibility of engaging in further discussions at the European Society of Cardiology's ESC Congress in Paris, France in early September.

On August 21, 2019, the Company entered into a confidentiality agreement with Parent that included customary standstill provisions for a period of twelve months with a customary "fall away" provision providing that the standstill obligations would terminate in certain circumstances, including upon the Company entering into a binding agreement related to a change of control of the Company.

On August 23, 2019, the Board of Directors held a special telephonic meeting with certain members of the Company's senior management in attendance. At the meeting, Mr. Timney provided the Board with an update of the Company's recent discussions with potentially interested strategic counterparties, including Parent, Party A, Party B and Party C.

On August 26, 2019, the Company's and Parent's functional area experts had a teleconference to discuss certain issues with respect to the ORION program and inclisiran, including commercial planning and market access and research matters.

On August 26, 2019, the Company announced positive topline results from its Phase 3 ORION-11 clinical trial of inclisiran.

During the period beginning August 31, 2019 through September 4, 2019, while attending the European Society of Cardiology's ESC Congress in Paris, France, Mr. Timney and other members of the Company's management team (1) met with members of Parent's Cardiovascular, Renal & Metabolic and Business Development & Licensing teams to discuss the clinical and commercialization potential of inclisiran and (2) engaged in discussions and meetings with representatives of Party A, Party B, another global pharmaceutical company ("Party D") and an additional global pharmaceutical

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company ("Party E") regarding inclisiran and potential partnership opportunities and strategic transactions. During the Company's meeting with Party D, a representative of Party D conveyed to Mr. Timney that Party D was preparing an offer to acquire the Company and would be providing Mr. Timney with this proposal within the next two to three weeks. Nevertheless, Party D did not subsequently submit any acquisition proposal to the Company, although Party D indicated that it remained interested in pursuing an acquisition of the Company.

On September 2, 2019, the Company presented the full study results from its Phase 3 ORION-11 clinical trial of inclisiran at the ESC Congress.

On September 2, 2019, Mr. Timney met with a representative from Party B to discuss a potential partnership between the parties or a potential acquisition of the Company by Party B.

On September 3, 2019, representatives of senior management of the Company, including Mr. Timney, met with representatives of Parent, including members of senior management of Parent's Cardiovascular, Renal & Metabolic franchise and Marie-France Tschudin, President of Parent's Pharmaceuticals division, to discuss the ORION-11 study results, commercialization matters with respect to inclisiran and a potential strategic transaction between the parties. Representatives of the Company and representatives of Parent agreed to hold targeted pre-diligence conversations so that Parent could gain a better understanding of the opportunity for a transaction with the Company.

On September 3, 2019, representatives of the Company and representatives of Party A met to discuss the status of Party A's evaluation of a potential transaction with the Company.

On September 6, 2019, members of the management teams of the Company, including Mr. Bernard, and Parent, including Claudia Leteneux, Global Patient Access Franchise Head at Parent, and Rod Wooten, Worldwide Franchise Head, Cardio-Renal-Metaboli at Parent, had telephonic discussions regarding commercialization, supply chain and market access matters with respect to inclisiran.

On September 9, 2019, representatives of Party A informed Mr. Timney and Mr. Bernard that Party A was not interested in pursuing a transaction with the Company.

On September 9, 2019, the Company entered into a confidentiality agreement with Party E that included customary standstill provisions for a period of twelve months with a customary "fall away" provision providing that the standstill obligations would terminate in certain circumstances, including upon the Company entering into a binding agreement related to a change of control of the Company.

On September 13, 2019, Ms. Verbeek sent an email to Mr. Bernard requesting the Company share certain additional scientific details regarding inclisiran in connection with Parent considering making an acquisition proposal to the Company, which the Company provided to Ms. Verbeek and Peter Louwagie, Parent's Deputy Head of M&A.

On September 16, 2019, Vas Narasimhan, M.D., Chief Executive Officer of Parent, and Nigel Sheail, Global Head of Mergers & Acquisitions and Business Development & Licensing at Parent, had a teleconference with Mr. Timney during which they presented Mr. Timney with a non-binding acquisition proposal, on behalf of Parent, to acquire all of the outstanding Shares at a price of $74.03 per Share in cash. Dr. Narasimhan and Mr. Sheail conveyed to Mr. Timney that such acquisition proposal would be memorialized in a letter to be sent to Mr. Timney following their discussion. Later that day, Mr. Louwagie provided Parent's non-binding acquisition proposal to Mr. Timney, in which it proposed acquiring all of the outstanding Shares at a price of $74.03 per Share in cash subject to, among other things, Parent's completion of due diligence, the approval of Parent's board of directors and the negotiation and execution of a definitive agreement containing terms mutually acceptable to Parent and the Company (such proposal, the "September 16 Proposal").

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Following the receipt of the September 16 Proposal, Mr. Timney provided a copy of the September 16 Proposal to the Board of Directors.

On September 17, 2019, the Board of Directors held a regularly scheduled in person meeting with certain members of the Company's senior management and a representative from Paul, Weiss in attendance. During the course of the meeting, the Board of Directors held discussions about the September 16 Proposal, including various ways in which the Company could respond to the September 16 Proposal.

On September 17, 2019, Mr. Timney sent a letter to Parent confirming the Company's receipt of the September 16 Proposal.

On September 18, 2019, Ms. Tschudin called Mr. Timney to reiterate Parent's interest in acquiring the Company and to request next steps from the Company with respect to a potential transaction.

On September 18, 2019, representatives of the Company's senior management held telephonic discussions with representatives of Party B to discuss Party B potentially making an acquisition proposal to the Company.

On September 25, 2019, the Company announced positive topline results for its Phase 3 ORION-9 and ORION-10 studies of inclisiran. On September 26, 2019, Mr. Timney received a congratulatory email from Ms. Tschudin with respect to the study results.

On September 27, 2019, the Board of Directors held a special telephonic meeting with certain members of the Company's senior management and representatives from Paul, Weiss in attendance. During the course of the meeting, the Board of Directors discussed the September 16 Proposal as well as the prospects and likelihood of other potential counterparties being interested in engaging in a strategic transaction involving the Company. At the meeting, representatives of Paul, Weiss reviewed with members of the Board of Directors their fiduciary duties under applicable law in connection with the Board of Directors' evaluation of the September 16 Proposal and the potential engagement with other counterparties regarding a strategic transaction involving the Company. The Board of Directors also discussed scheduling a Board of Directors meeting during the week of September 30, 2019 to continue these discussions.

On October 1, 2019, Mr. Timney received an email from Mr. Sheail requesting an update with respect to a potential transaction.

On October 2, 2019, the Board of Directors held a special telephonic meeting with certain members of the Company's senior management and representatives from Paul, Weiss in attendance. During the course of the meeting, the Board of Directors held discussions about a possible sale of the Company. As part of these discussions, Mr. Timney provided an update with respect to any interactions between Mr. Timney and representatives of potential counterparties that had occurred since the previous week's Board of Directors meeting. Following that discussion, representatives of J.P. Morgan Securities LLC ("J.P. Morgan") and Goldman Sachs & Co. LLC ("Goldman Sachs") joined the meeting to discuss certain financial and market information in connection with the Board of Directors' evaluation of a possible sale of the Company. Representatives of J.P. Morgan and Goldman Sachs then left the meeting and the Board of Directors discussed the potential engagement of J.P. Morgan and Goldman Sachs as financial advisors to the Company, based on, among other things, J.P. Morgan's and Goldman Sachs' respective credentials as sophisticated investment banks with substantial knowledge and experience in the biopharmaceutical industry and mergers and acquisitions generally. The Board of Directors also considered the fact that a J.P. Morgan affiliate and Goldman Sachs were counterparties to the capped call transactions that the Company purchased as part of its issuance of convertible senior notes in June 2016 and that the consummation of the Transactions would result in the termination of the capped call options, which would result in the J.P. Morgan affiliate and Goldman Sachs realizing gains on the capped call transactions (for further details regarding the capped call transactions, please

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see below in this Item 4 under the headings "—Opinions of Financial Advisors—Opinion of Goldman Sachs & Co. LLC—General" and "—Opinions of Financial Advisors—Opinion of J.P. Morgan Securities LLC—Miscellaneous" and Item 5 under the heading "Person/Assets Retained, Employed, Compensated or Used—Capped Call Transactions"). Following that discussion, the Board of Directors determined that each of J.P. Morgan and Goldman Sachs could provide unbiased advice in connection with a potential transaction and approved the engagement of J.P. Morgan and Goldman Sachs.

On October 4, 2019, the Board of Directors held a special telephonic meeting with certain members of the Company's senior management and representatives from Paul, Weiss, J.P. Morgan and Goldman Sachs in attendance. During the course of the meeting, the Board of Directors and representatives from Paul, Weiss, J.P. Morgan and Goldman Sachs discussed potential transaction counterparties (including Parent), updates with respect to communications between representatives of the Company and such potential transaction counterparties as well as transaction process and timing considerations with respect to a potential sale of the Company. Based on these discussions, the Board of Directors decided to explore various strategic alternatives, including a sale of the Company to a third party. Following that discussion, the Board of Directors authorized the Company's senior management, with the assistance of Paul, Weiss, J.P. Morgan and Goldman Sachs, to commence a transaction process to potentially sell the Company and authorized Dr. Alexander Denner, Chief Investment Officer of Sarissa Capital and Chairman of the Board of Directors, and Mr. Timney to oversee and coordinate transaction discussions with any potential counterparties, including Parent.

On October 7, 2019, Mr. Timney called Ms. Tschudin and Mr. Sheail to inform them that there had been other in-bound interest from, and discussions with, third parties with respect to a potential transaction involving the Company and therefore, the Company was going to commence a strategic process and that Parent would be included in that process. Mr. Timney also provided feedback from the Board of Directors with respect to the September 16 Proposal, stating that the Board of Directors did not feel that the September 16 Offer reflected the value of the Company and that the Company would be providing Phase 3 clinical study data with respect to inclisiran that would support the Board of Directors' views on value.

Commencing on October 7, 2019, at the direction of the Board of Directors, representatives of J.P. Morgan and Goldman Sachs contacted potential counterparties to determine whether such potential counterparties had interest in pursuing a transaction with the Company. As part of this outreach, J.P. Morgan and Goldman Sachs contacted 12 potential counterparties: Parent, Party B, Party C, Party D, Party E, another global pharmaceutical company ("Party F"), an additional global pharmaceutical company ("Party G") and five other global pharmaceutical companies. Parent, Party D, Party E, Party F and Party G expressed an interest in participating in the Company's process while the remaining contacted parties declined to participate. At the direction of the Board of Directors, J.P. Morgan and Goldman Sachs informed Parent, Party D, Party E, Party F and Party G that there would be management presentations scheduled during the last two weeks of October and that J.P. Morgan and Goldman Sachs would send each party a process letter explaining, among other things, the requirements for submitting an indication of interest to the Company.

During the period beginning October 7, 2019 through October 21, 2019, the Company negotiated and entered into confidentiality agreements with Party D and Party G, each of which included customary standstill provisions for a period of twelve months with a customary "fall away" provision providing that the standstill obligations would terminate in certain circumstances, including upon the Company entering into a binding agreement related to a change of control of the Company. During this same period, the Company negotiated and entered into amendments to existing confidentiality agreements with Parent, Party E and Party F. Each of these confidentiality agreements and amendments included provisions restricting the applicable counterparty from engaging in certain discussions with Alnylam Pharmaceuticals, Inc. ("Alnylam"), the Company's collaboration partner with respect to the

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commercialization and development of inclisiran, while the applicable party was engaged in discussions with the Company regarding a potential acquisition of the Company.

On October 15, 2019, at the direction of the Board of Directors, Goldman Sachs and J.P. Morgan delivered to Parent, Party D, Party E, Party F and Party G a process letter requesting such parties submit an indication of interest by November 5, 2019, including a non-binding indication of price and a description of any information such parties required to complete its due diligence review.

During the weeks of October 14, 2019 and October 21, 2019, certain members of the Company's senior management and representatives from J.P. Morgan and Goldman Sachs held in person meetings with representatives of each of Parent, Party D, Party E, Party F and Party G to provide each potential counterparty with detailed information regarding the Company's business and operations, financial condition and outlook for the development and commercialization of inclisiran.

On November 5, 2019, representatives of Parent submitted a non-binding written acquisition proposal, in which it proposed acquiring all of the outstanding Shares at a price of $85.00 per Share in cash subject to, among other things, Parent's completion of due diligence and the final approval of Parent's board of directors (such proposal, the "November 5 Proposal"). The November 5 Proposal stated that Parent would be prepared to negotiate definitive documentation with respect to a transaction with the Company within three weeks and that Parent would be willing to shorten that period of time to two weeks if the Company granted Parent a period of exclusivity for that purpose. None of the other parties that had been contacted on behalf of the Company by J.P. Morgan and Goldman Sachs submitted acquisition proposals on November 5, 2019 although both Party D and Party E expressed continuing interest in entering into a strategic transaction with the Company (including an acquisition of the Company) in the future.

On November 6, 2019, representatives of J.P. Morgan and Goldman Sachs, based on discussions with Dr. Denner, Mr. Timney and representatives of Paul, Weiss, engaged in discussions with certain representatives of Parent to clarify certain terms of the November 5 Proposal. During these discussions, representatives of J.P. Morgan and Goldman Sachs communicated to representatives of Parent that, based on communications they had had with members of the Board of Directors, they believed that if Parent would be willing to increase its offer to $90.00 per Share in cash, the Company would work with Parent to enter into and announce a transaction at the American Heart Association ("AHA") Scientific Sessions on November 18, 2019. Parent indicated that it would increase its offer to $90.00 per Share in cash and would seek to achieve the above timing of announcement if the Company agreed to engage exclusively with Parent regarding a potential transaction. Representatives of J.P. Morgan and Goldman Sachs indicated that they would discuss this request with members of the Board of Directors.

On November 6, 2019, after discussions with Paul, Weiss and members of the Board of Directors, representatives of J.P. Morgan and Goldman Sachs communicated to representatives of Parent that, subject to the approval of the Board of Directors, Parent's proposed offer of $90.00 per Share in cash was sufficiently compelling for the Company to commit to (i) enter into definitive documentation with Parent, and publicly announce a transaction, by November 18, 2019, and (ii) prioritize negotiations with Parent during that time. Parent promptly communicated its acceptance of this construct and undertook to work with the Company to announce a transaction by November 18, 2019 on the terms outlined above.

On November 6, 2019, Paul, Weiss delivered an initial draft of the proposed Merger Agreement to Sullivan & Cromwell ("S&C"), counsel to Parent. Paul, Weiss and S&C had a telephonic discussion that evening to discuss certain matters relating to the potential transaction. The Company also provided representatives of Parent, Bank of America, Parent's financial advisor, and S&C with access to a virtual data room later that evening.

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On November 7, 2019, the Board of Directors held a special telephonic meeting with certain members of the Company's senior management and representatives from Paul, Weiss, J.P. Morgan and Goldman Sachs in attendance. At the meeting, the Board of Directors reviewed the November 5 Proposal and Parent's subsequent increase of its proposed purchase price to $90.00 per Share. As part of these discussions, representatives of J.P. Morgan and Goldman Sachs discussed certain financial analyses with respect to Parent's proposed offer. At the conclusion of the meeting, the Board of Directors approved pursuing a transaction with Parent for $90.00 in cash per Share on the terms described during the meeting and with the goal of entering into definitive documentation, and publicly announcing a transaction, with Parent by November 18, 2019. Representatives of J.P. Morgan and Goldman Sachs promptly communicated the decision of the Board of Directors to representatives of Parent, and the parties confirmed to each other their intention to work together to publicly announce a definitive agreement by November 18, 2019 on the terms outlined above.

During the period from November 7, 2019 to November 15, 2019, the Company, Parent, Paul, Weiss and S&C negotiated the terms of the Merger Agreement, including the size of the termination fee, the definition of "Company Material Adverse Effect", the circumstances under which the Company could negotiate alternative proposals and accept superior offers, the parties' obligations to obtain required regulatory approvals, conditions to closing, the representations and warranties and the interim operating restrictions.

On November 8, 2019, Mr. Sheail informed Mr. Timney during a teleconference of Parent's view that certain terms of the License and Collaboration Agreement, dated February 3, 2013, by and between Alnylam and the Company (the "Alnylam License Agreement"), could potentially affect the integration of the Company's business into Parent's (or any other acquirer's) existing global operations following the consummation of an acquisition of the Company, and therefore Parent requested that the Alnylam License Agreement be amended in connection with the Transactions. Mr. Timney discussed this issue with certain members of the Board of Directors and with representatives of Paul, Weiss, J.P. Morgan and Goldman Sachs. After such discussions, Mr. Timney informed Mr. Sheail that the Company had approved approaching Alnylam and seeking its cooperation in connection with a proposed amendment to the Alnylam License Agreement. During the period beginning on November 8, 2019 through November 17, 2019, the Company and Alnylam discussed and negotiated an amendment to the Alnylam License Agreement (the "Alnylam License Amendment"), in consultation with Parent, which made certain clarifying changes to allow Parent to more readily facilitate the integration of the Company into Parent's existing global operations following the consummation of the Transactions. The parties contemplated that the Alnylam License Amendment would be entered into prior to Parent and the Company entering into the Merger Agreement, but that the effectiveness of the Alnylam License Amendment would be contingent upon the closing of the Transactions.

On November 8, 2019, Paul, Weiss delivered an initial draft of the Company disclosure letter to the Merger Agreement (the "Company Disclosure Letter") to S&C.

During the period beginning November 10, 2019 through November 17, 2019, the Company held a number of diligence calls with Parent and its representatives on a variety of confirmatory matters, including the Company's human resources, manufacturing, research and development plans, medical and regulatory matters, tax compliance, finance, compliance, intellectual property and general legal matters.

From November 11 through November 14, 2019, representatives of Parent's senior management attended third party site visits hosted by representatives of the Company at locations in Colorado, California, Italy and India.

On November 12, 2019, Mr. Timney and Mr. Sheail telephonically discussed certain transaction process matters.

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On November 13, 2019, Mr. Sheail and Mr. Timney had a teleconference regarding the Company's discussions with Alnylam regarding the proposed amendment to the Alnylam License Agreement, as well as Parent's due diligence process and the process to announce a transaction on November 18, 2019.

On November 14, 2019, Mr. Sheail informed Mr. Timney during a teleconference that Parent had not yet completed its due diligence review and that Parent would need more time to further analyze certain areas of due diligence. Specifically, Mr. Sheail indicated that Parent required additional information in relation to the Company's in-licensed patents and consequently wanted a confirmatory diligence call with the licensor, Alnylam. On November 14, 2019, representatives of the Company and Parent's external IP counsel, Gibson Dunn & Crutcher LLP ("Gibson Dunn"), had a call with representatives of Alnylam, with representatives of Parent participating on an anonymous basis, to discuss certain intellectual property diligence matters. During that call, Alnylam agreed to make available additional documents to Gibson Dunn for review, which were provided between November 14 and 17. Later that day, Mr. Sheail informed Mr. Timney that Parent would need additional time to complete its diligence and would not be ready to announce a transaction on November 18, 2019. Mr. Sheail informed Mr. Timney that the outstanding patent due diligence remained an issue, pending review of the additional information received, and needed to be completed in order for Parent to proceed with the transaction.

Later that day, Mr. Timney, Dr. Denner, Stephen Rodin, the Company's Executive Vice President and General Counsel, and representatives from J. P. Morgan, Goldman Sachs and Paul, Weiss had a teleconference to discuss Mr. Timney's conversation with Mr. Sheail and agreed that given Mr. Sheail's statement that the outstanding patent due diligence needed to be completed in order to go forward with the transaction, Mr. Timney should have an additional discussion with Mr. Sheail to clarify this outstanding due diligence requirement and timing implications.

On November 15, 2019, Mr. Timney engaged in a teleconference with Mr. Sheail, during which Mr. Timney requested that Mr. Sheail provide Mr. Timney with a more definitive view with respect to the outstanding patent due diligence. Mr. Sheail informed Mr. Timney that he would call him on November 18, 2019 following Parent's completion of its due diligence review.

On November 16, 2019, the Company announced detailed results from its Phase 3 ORION-10 clinical study of inclisiran at the AHA Scientific Sessions being held in Philadelphia.

On November 18, 2019, the Company announced detailed results from its Phase 3 ORION-9 clinical study of inclisiran at the AHA Scientific Sessions.

On November 18, 2019, Mr. Sheail called Mr. Timney to confirm that Parent had completed its due diligence review of the Company. During that conversation, Mr. Sheail informed Mr. Timney that, based on the conclusions of its due diligence process, Parent was revising its offer price from $90.00 per Share to $85.00 per Share (the "November 18 Proposal"). Mr. Sheail indicated that in light of its due diligence, including with respect to the investment required to launch the product, the "go-to-market model" and the foregoing patent due diligence, Parent's internal models could not justify $85.00 per Share or $90.00 per Share but that Parent would agree to abide by the November 18 Proposal, which he characterized as Parent's best and final offer. Mr. Timney communicated to Mr. Sheail that he would inform the Board of Directors of the November 18 Proposal.

On November 18, 2019, following Mr. Sheail's and Mr. Timney's telephonic conversation, Dr. Denner, Mr. Timney, Mr. Rodin and representatives from J. P. Morgan, Goldman Sachs and Paul, Weiss had a teleconference to discuss the November 18 Proposal. Following the discussion, representatives of J.P. Morgan and Goldman Sachs spoke with Mr. Sheail by telephone to confirm the details and timing of the November 18 Proposal.

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On November 19, 2019, the Board of Directors held a special telephonic meeting with certain members of the Company's senior management and representatives from Paul, Weiss, J.P. Morgan and Goldman Sachs in attendance. At the meeting, Mr. Timney provided a summary of his recent discussions with Mr. Sheail and the Board of Directors reviewed the terms of the November 18 Proposal. During the course of the meeting, the Board of Directors discussed alternatives to a transaction with Parent, including the Company continuing to operate as a standalone business and reaching out to other potential counterparties. The Board of Directors also discussed its view of the reasons given by Parent for the revised offer price, including Mr. Sheail's statements regarding Parent's internal models. Following that discussion, the Board of Directors determined to pursue a transaction at Parent's November 18 Proposal and to finalize definitive documentation with respect to such a transaction as soon as possible, taking into consideration the fact that representatives of Parent had informed Mr. Timney that Parent might not be able to convene a meeting of its board of directors to approve the Transactions prior to November 23, 2019.

Also, on November 19, 2019, representatives of J.P. Morgan and Goldman Sachs called representatives of Parent to convey that the Company would accept the revised offer price of $85.00 per Share and to emphasize the Company's desire to announce the transaction quickly.

Also, on November 19, 2019, Bloomberg published a news article stating that the Company had been engaging in discussions with Parent with respect to Parent's potential acquisition of the Company.

During the period from November 19, 2019 to November 22, 2019, Paul, Weiss and S&C continued to negotiate and exchange several drafts of the Merger Agreement, focusing on the size of the termination fee, the definition of "Company Material Adverse Effect", the circumstances under which the Company could negotiate alternative proposals, conditions to closing, and the Company Disclosure Letter.

On November 22, 2019, the Company entered into an engagement letter with each of J.P. Morgan and Goldman Sachs, pursuant to which each of J.P. Morgan and Goldman Sachs, respectively, would be formally engaged as financial advisor to the Company in connection with the proposed transaction.

On November 22, 2019, the Board of Directors held a special telephonic meeting with certain members of the Company's senior management and representatives from Paul, Weiss, J.P. Morgan and Goldman Sachs in attendance. At this meeting, a representative from Paul, Weiss reviewed with the Board of Directors the terms of the Merger Agreement.

Each of J.P. Morgan and Goldman Sachs then reviewed with the Board of Directors their respective financial analysis of the $85.00 per Share cash consideration to be paid in the Transactions to the holders of Shares pursuant to the Merger Agreement. Representatives of each of J.P. Morgan and Goldman Sachs rendered to the Board of Directors each of J.P. Morgan's and Goldman Sachs' oral opinion, respectively. J.P. Morgan's opinion was subsequently confirmed in J.P. Morgan's written opinion dated November 22, 2019 and Goldman Sachs' opinion was subsequently confirmed in Goldman Sachs' written opinion dated November 23, 2019, each to the effect that, as of the date of each such written opinion, and based upon and subject to the factors and assumptions set forth in each such written opinion, the $85.00 in cash per Share amount to be paid to the holders (other than Parent and its affiliates) of Shares pursuant to the Merger Agreement was fair from a financial point of view to such holders. For a detailed discussion of J.P. Morgan's and Goldman Sachs' opinions, please see below in "—Opinions of Financial Advisors," and Annex I and Annex II of this Schedule 14D-9.

After further discussing potential reasons for and against the proposed transaction, including the Board of Directors' belief that it had obtained Parent's best and final offer and that it was unlikely that another party would be willing to acquire the Company at a higher price in the foreseeable future (and that the terms of the Merger Agreement would not preclude a third party from offering, and the Board of Directors, subject to certain conditions, from considering, a higher price prior to the consummation

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of the Offer) and Parent's current proposal as compared to alternatives reasonably available to the Company, including continuing to operate as a standalone business, and the risks associated with such possible alternatives (see below under the heading "—Reasons for Recommendation"), the Board of Directors unanimously adopted resolutions (i) declaring that the Merger Agreement and the Transactions, including the Offer and the Merger, are advisable and in the best interests of the Company and its stockholders, (ii) approving the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (iii) determining to recommend that the Company's stockholders (other than Parent and its Subsidiaries) accept the Offer and tender their Shares to Purchaser pursuant to the Offer, (iv) resolving to take all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL and any other applicable law with respect to a "moratorium," "control share acquisition," "business combination," "fair price" or other forms of anti-takeover laws or regulations that may purport to be applicable will not apply with respect to or as a result of the Merger, the Merger Agreement and the Transactions (including the Offer) and (v) agreeing and authorizing that the Merger be governed by Section 251(h) of the DGCL and consummated as soon as practicable following the consummation of the Offer.

Following the Board of Directors meeting, on November 22, 2019, Paul, Weiss and S&C finalized the terms of the Merger Agreement and the Company and Alnylam entered into the Alnylam License Amendment.

During the afternoon of November 23, 2019, following a meeting of Parent's board of directors, the Company, Parent and Purchaser executed and delivered the Merger Agreement.

During the afternoon of November 24, 2019, Parent and the Company each issued a press release announcing the execution of the Merger Agreement and the forthcoming commencement of the Offer to acquire all of the outstanding Shares at a price of $85.00 per Share in cash.

On December 5, 2019, Purchaser commenced the Offer and the Company filed this Schedule 14D-9.

(iii)
Reasons for Recommendation
Our Board of Directors consulted with senior management of the Company regarding, among other things, the Company's industry, and its business and prospects as an independent company. Our Board of Directors consulted with its financial advisors regarding the financial aspects of the Transactions, as well as the fairness, from a financial point of view, to the Company's stockholders of the consideration to be received by such stockholders pursuant to the Offer and the Merger. Our Board of Directors also consulted with its legal counsel regarding the Board of Directors' legal duties, the terms of the Merger Agreement and related issues. In the course of reaching its unanimous determination, our Board of Directors carefully considered numerous factors, including the following non-exhaustive list of material factors and benefits that weighed positively in favor of its unanimous decision, among others and not necessarily in order of relative importance:

•
Premium to Market Price. Our Board of Directors considered the current and historical market prices of the Shares, including the market performance of the Shares relative to those of other participants in the Company's industry and general market indices, and the fact that the Offer Price represents a compelling premium to historical market prices of the Shares, including a premium of approximately 45% to the Company's closing share price of $58.65 on November 18, 2019 (the last trading day prior to news reports of a potential transaction between the Company and the Parent) and a premium of approximately 57% premium to the volume weighted average price of the Shares over the one-week period ended November 18, 2019.
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•
Cash Tender Offer; Certainty of Value. Our Board of Directors considered that the Offer Price is all cash and that under the DGCL the second-step merger can be completed immediately following the consummation of the Offer, without a vote of the Company's stockholders, so that the Transactions provide certainty, immediate value and liquidity to our stockholders for their Shares, especially when viewed against any internal or external risks and uncertainties associated with the Company's standalone strategy.

•
Best Strategic Alternative for Maximizing Stockholder Value. Our Board of Directors determined, after a thorough review of strategic alternatives (which included a robust auction process in which 12 potential counterparties were actively solicited and five potential counterparties participated in the due diligence process), and discussions with our management and its financial and legal advisors, that the Offer Price is more favorable to the Company's stockholders in the short term than the potential value that might have resulted from other strategic options available, including, but not limited to, remaining a standalone public company.

•
Negotiation Process with the Parent. Our Board of Directors considered the enhancements that the Company and its advisors were able to obtain as a result of robust arm's-length negotiations with Parent, including the increase in the Offer Price proposed by Parent from the time of its initial indication of interest to the end of the negotiations, and the inclusion of provisions in the Merger Agreement that increase the likelihood of completing the Offer and consummating the Merger.

•
Fairness Opinions. Our Board of Directors considered the oral opinions of (i) Goldman Sachs and & Co. LLC ("Goldman Sachs"), subsequently confirmed in Goldman Sachs' written opinion, dated November 23, 2019, and (ii) J.P. Morgan Securities LLC ("J.P. Morgan"), confirmed in J.P. Morgan's written opinion, dated November 22, 2019, that, as of the date of such written opinions, the Offer Price to be paid to the Company's stockholders (other than Parent and Purchaser) pursuant to the Offer and the Merger was fair to such holders, which opinions were based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken set forth in each written opinion as more fully described under the section entitled "—Opinions of Financial Advisors" below. The full text of the written opinions of Goldman Sachs and J.P. Morgan and have been included as Annex I and Annex II, respectively, to this Schedule 14D-9 and are incorporated herein by reference.

•
Likelihood and Speed of Consummation. Our Board of Directors considered the likelihood of completion of the Transactions to be high, particularly in light of the terms of the Merger Agreement and the closing conditions to the Offer and the Merger, including:

•
the conditions to the Offer and the Merger being specific and limited;

•
the size and financial strength of Parent;

•
the likelihood of obtaining required regulatory approvals, and the commitments Parent agreed to in the Merger Agreement regarding regulatory approvals;

•
the remedy of specific performance available to the Company under the Merger Agreement in the event of breaches by Parent and Purchaser;

•
the fact that the Offer and the Merger are not subject to the conditionality and execution risk of any required approval by Parent's stockholders; and

•
the structure of the transaction as a cash tender offer for all outstanding Shares, with the expected result that a relatively short period will elapse before our stockholders receive the Offer Price, followed by the Merger under Section 251(h) of the DGCL, which would not require Company stockholder approval, and in which stockholders who do not validly
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exercise appraisal rights will receive the same consideration received by those stockholders who tender their Shares in the Offer. Our Board of Directors considered that the potential for closing in a relatively short time frame could also reduce the amount of time during which the Company's business would be subject to the potential uncertainty of closing and related disruption.

•
The Company's Operating and Financial Condition; Prospects of the Company. Our Board of Directors considered the Company's business, financial condition and results of operations and concluded that the Offer Price is more favorable to the Company's stockholders in the short term than the potential value that could be expected to be generated were the Company to remain independent and execute on its current business and financial plans. Our Board of Directors considered, among other factors, that its stockholders would continue to be subject to the risks and uncertainties of the Company if it remained independent. These execution risks and uncertainties included risks relating to the successful regulatory approval, further clinical development and commercialization of inclisiran, the Company's only drug candidate. Our Board of Directors also considered that should inclisiran receive regulatory approval, it will require significant capital to realize its full potential, in addition to the capital needed to service our current debt. The Board of Directors also considered other factors potentially impacting the revenues and profitability of biotechnology and pharmaceutical products generally.

•
Product Development and Regulatory Risks. Our Board of Directors considered that the Company is not permitted to market inclisiran in the United States until it receives approval of a new drug application from the FDA, or in any foreign countries until it receives the requisite approval from such countries, and that obtaining approval of a new drug application is an extensive, lengthy, expensive and inherently uncertain process. Although in September 2019, the Company concluded its pivotal Phase 3 LDL-C lowering clinical trials for inclisiran, it cannot be certain that inclisiran will receive regulatory approval. In addition, our Board of Directors considered that further clinical trials can take years to complete, including our cardiovascular outcomes trial, ORION-4, and the outcomes are uncertain. The research, testing, manufacturing, labeling, approval, sale, marketing and distribution of drug products are and will remain subject to extensive regulation by the FDA and other regulatory authorities in the United States and other countries that each have differing regulations.

•
Product Launch and Commercialization Risks and Costs. Our Board of Directors assessed the significant risks and considerable costs associated with a successful launch and commercialization by the Company of inclisiran that would impact the Company's prospects for substantially increasing stockholder value as a standalone company in excess of the Offer Price, given the risks and uncertainties in its business, including, among other things, the costs and risks associated with (i) sales, manufacturing and product release execution, (ii) wholesalers and distributors, (iii) levels of coverage and reimbursement from governments and third-party payors; (iv) marketing and sales strategies and programs; (v) market demand, pricing and governmental reimbursement; (vi) partnerships with third parties, as needed, to provide a viable platform to commercialize the product; (vii) properly scaling our internal organization and infrastructure to accommodate the commercialization of inclisiran; and (viii) other factors beyond the control of the Company with respect to inclisiran.

•
No Financing Condition. Our Board of Directors considered the absence of any financing condition in the Merger Agreement.

•
Industry and Economy. Our Board of Directors considered the current state of the economy and assessed the stage of the pharmaceutical industry cycle, financing markets, uncertainty in drug pricing and uncertainty surrounding forecasted economic conditions both in the near term and
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the long term, generally and within the Company's industry in particular, in addition to other geopolitical risk considerations.

•
Certain Management Projections. Our Board of Directors considered certain forecasts for the Company prepared by senior management of the Company, which reflected various assumptions of the Company's senior management. For further discussion, see "—Certain Unaudited Prospective Financial Information."

•
Opportunity to Receive Unsolicited Proposals, Change Recommendation or Terminate the Transactions in Order to Accept a Superior Proposal. Our Board of Directors considered the terms of the Merger Agreement permitting the Company to receive unsolicited proposals, and the other terms and conditions of the Merger Agreement, including:

•
that the Company may, subject to certain conditions, furnish, pursuant to entry into an acceptable confidentiality agreement, confidential information with respect to the Company and its subsidiaries and access thereto to third parties making such an unsolicited proposal and participate or engage in negotiations or discussions with such third parties regarding unsolicited proposals that are made prior to the time that the Offer is consummated;

•
the provisions of the Merger Agreement allowing our Board of Directors in certain circumstances to terminate the Merger Agreement in order to enter into a definitive agreement with respect to an unsolicited superior proposal, subject to payment of a termination fee of $290 million, which amount the directors believed to be reasonable under the circumstances and taking into account the range of such termination fees in similar transactions, and the unlikelihood that a fee of such size would be a meaningful deterrent to other acquisition proposals. Our Board of Directors also recognized that the provisions in the Merger Agreement relating to this fee were insisted on by Parent as a condition to entering into the Merger Agreement; and

•
its ability under the Merger Agreement to withdraw or modify its recommendation that the Company's stockholders tender their Shares to Purchaser pursuant to the Offer in certain circumstances, including in connection with a superior proposal or an event, circumstance, change, development, occurrence or fact occurring or arising after the date of the Merger Agreement that was not known to or reasonably foreseeable by our Board of Directors as of the date of the Merger Agreement (or, if known, the magnitude or consequences of which were not known or reasonably foreseeable by the Board of Directors as of the date of the Merger Agreement).

•
Other Terms of the Merger Agreement. Our Board of Directors considered other terms of the Merger Agreement, as more fully described in Section 13—"The Merger Agreement; Other Agreements" of the Offer to Purchase. Certain provisions of the Merger Agreement that the Board of Directors considered important included:

•
Termination Date. The termination date under the Merger Agreement on which either Parent or the Company, subject to certain exceptions, can terminate the Merger Agreement, which is anticipated to allow for sufficient time to obtain required regulatory approvals and to consummate the Offer and the Merger while minimizing the length of time during which the Company would be required to operate subject to the restrictions on interim operations set forth in the Merger Agreement.

•
Regulatory Approvals. The Merger Agreement requires Parent to use, subject to certain limitations, its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable law to obtain all necessary orders, consents and approvals from governmental authorities, obtain the expiry or early termination of any applicable waiting periods and make all necessary registrations
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and filings with and take all steps as may be reasonably necessary to obtain an approval or waiver from, or avoid a proceeding by, any governmental authorities.

•
Extension of the Offer. Purchaser's obligation to accept and pay for all Shares that have been validly tendered into the Offer and not validly withdrawn is subject to the satisfaction or waiver of a number of conditions. However, Parent and Purchaser are required to extend the Offer beyond the initial Offer Expiration Time if, at any otherwise scheduled Offer Expiration Time (as such terms are defined in Section 12—"Purpose of the Offer and Plans for The Medicines Company; Summary of the Merger Agreement and Certain Other Agreements" in the Offer to Purchase), any condition has not been satisfied or waived, for one or more consecutive increments of not more than five business days each (but not beyond the earlier to occur of (i) the valid termination of the Merger Agreement and (ii) the End Date).

•
Appraisal Rights. Our Board of Directors considered the availability of statutory appraisal rights to the Company's stockholders who do not tender their Shares in the Offer and otherwise comply with all required procedures for demanding appraisal under the DGCL.
Our Board of Directors also considered a variety of risks and other potentially adverse factors in determining whether to approve the Merger Agreement and the Transactions and recommend that stockholders tender their Shares pursuant to the Offer, including the following, which are not necessarily listed in order of relative importance:

•
the fact that the Company would no longer exist as an independent, publicly traded company, and the Company's stockholders would no longer have the opportunity to participate in any potential future earnings or growth of the Company or benefit from the successful execution of the Company's current strategy as a public company;

•
the fact that the Merger Agreement precludes the Company from soliciting alternative transaction proposals and restricts the Company's ability to engage in discussions regarding unsolicited alternative transaction proposals unless, subject to certain terms and conditions in the Merger Agreement, the Board of Directors determines, in good faith, after consultation with outside legal counsel and its financial advisors that a proposal constitutes or would be reasonably likely to constitute a superior proposal to the Transactions;

•
the possibility that under certain circumstances, the Company may be required to pay Parent a termination fee of $290 million, including if the Company terminates the Merger Agreement to accept a superior proposal or the Board of Directors changes its recommendation;

•
the potential risk of diverting management attention and resources from the operation of the Company's business and towards completion of the Offer and consummation of the Merger;

•
the risk of incurring substantial expenses related to the Offer and the Merger;

•
the risk that all conditions to the parties' obligations to complete the Offer and the Merger are not satisfied, and as a result, the Merger is not completed;

•
the risks and costs to the Company if the Transactions do not close, including uncertainty about the effect of the proposed Offer and Merger on the Company's employees, customers and key relationships, which may impair the Company's ability to attract, retain and motivate key personnel, and could cause customers, suppliers and others to seek to change existing business relationships with the Company;

•
the possibility that another party might have been willing to pay a higher purchase price for the Company than the Offer Price;
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•
the possibility that, although the Offer and the Merger provide the Company's stockholders the opportunity to realize a premium to the price at which the Shares traded prior to the public announcement of the Transactions, the price of the Shares might have increased in the future to a price greater than the Offer Price;

•
the potential conflict of interest created by the fact that the Company's executive officers and directors have financial interests in the Offer and the Merger that may be different from, or in addition to, those of other stockholders, as more fully described in "Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements between the Company and its Executive Officers, Directors and Affiliates."

•
the fact that the gain realized by the Company's stockholders as a result of the Offer and the Merger generally will be taxable to the stockholders for U.S. federal income tax purposes;

•
the restrictions in the Merger Agreement on the conduct of the Company's business prior to the consummation of the Merger, which may delay or prevent the Company from undertaking business or other opportunities that may arise prior to the consummation of the Offer or the Merger;

•
the potential effect of the public announcement of the Merger Agreement, including effects on the Company's development of inclisiran, revenues, customers, employees, collaboration partners, operating results and share price and the Company's ability to attract and retain key management and personnel; and

•
the risk of litigation in connection with the execution of the Merger Agreement, the completion of the Offer and the consummation of the Merger.
Our Board of Directors concluded that the risks, uncertainties, restrictions and potentially negative reasons associated with the Offer and Merger were outweighed by the potential benefits of the Offer and Merger. Our Board of Directors collectively reached the unanimous conclusion to declare advisable and in the best interests of the Company and its stockholders the Merger Agreement and the Transactions and to approve the Merger Agreement and the Transactions in light of these various factors.

The foregoing discussion of our Board of Directors' reasons for its recommendation to accept the Offer is not meant to be exhaustive, but addresses the material information and factors considered by our Board of Directors in connection with its recommendation. In view of the wide variety of reasons considered by our Board of Directors in connection with the evaluation of the Offer and the complexity of these matters, our Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its determination and recommendation. Rather, our directors made their determinations and recommendations based on the totality of the information presented to them, and the judgments of individual members of our Board of Directors may have been influenced to a greater or lesser degree by different reasons.

The foregoing description of the consideration by our Board of Directors of the reasons supporting the Merger Agreement, the Offer, the Merger and the other Transactions contemplated by the Merger Agreement and its recommendation that stockholders tender their Shares pursuant to the Offer is forward-looking in nature. This information should be read in light of the factors discussed in the section entitled "Cautionary Note Regarding Forward-Looking Statements."

(iv)
Certain Unaudited Prospective Financial Information
The Company does not, as a matter of course, publicly disclose forecasts or projections as to future performance, earnings or other results due to the inherent unpredictability of projections and their underlying assumptions and estimates. The Company avoids making public projections for

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extended periods due to, among other things, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates.

In connection with its evaluation of the Merger and the other Transactions, however, the Company's senior management prepared certain financial projections regarding the Company's anticipated future operations as a standalone company for the fiscal years ended December 31, 2019 through 2040 (the "Management Projections"), based on assumptions that the Company's senior management believed to be reasonable at the time and common in the industry for assessing risks associated with development and commercialization. The Company has not updated such projections and does not intend to do so.

The Management Projections were provided to Goldman Sachs and J.P. Morgan solely in connection with the rendering of their fairness opinions to our Board of Directors and performing their related financial analysis, as described above under the heading "—Opinions of Financial Advisors."

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A summary of the Management Projections is set forth below:


2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040

(in $ millions)

Total Revenue

$ 0 $ 495 $ 321 $ 554 $ 875 $ 1,598 $ 1,725 $ 2,321 $ 2,916 $ 3,537 $ 4,135 $ 4,811 $ 5,175 $ 5,590 $ 5,950 $ 6,250 $ 6,491 $ 3,246 $ 1,623 $ 811 $ 406 $ 203
EBIT(1)

$ (236 ) $ (400 ) $ (178 ) $ (87 ) $ 130 $ 422 $ 783 $ 1,094 $ 1,405 $ 1,735 $ 2,052 $ 2,386 $ 2,674 $ 2,900 $ 3,096 $ 3,262 $ 4,230 $ 2,139 $ 1,088 $ 562 $ 289 $ 145
EBITDA(2)

$ (236 ) $ (400 ) $ (173 ) $ (76 ) $ 140 $ 432 $ 793 $ 1,104 $ 1,416 $ 1,746 $ 2,063 $ 2,396 $ 2,685 $ 2,910 $ 3,107 $ 3,272 $ 4,241 $ 2,139 $ 1,088 $ 562 $ 289 $ 145
Unlevered Free Cash Flow(3)

$ (229 ) $ 73 $ (352 ) $ (179 ) $ 156 $ 684 $ 659 $ 945 $ 1,217 $ 1,548 $ 1,752 $ 2,124 $ 2,293 $ 2,567 $ 2,619 $ 2,787 $ 3,706 $ 1,926 $ 976 $ 503 $ 257 $ 132
Net Operating Loss Free Cash Flow Benefit(4)

$ 0 $ 21 $ 0 $ 0 $ 48 $ 220 $ 1 $ 1 $ 1 $ 0 $ 0 $ 0 $ 0 $