REG - AstraZeneca PLC - Acquisition of Fusion completed

AstraZenecaAnnouncement

05/06/2024 07:00

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RNS Number : 1170R  AstraZeneca PLC  05 June 2024

05 June 2024

 

Acquisition of Fusion completed

 

AstraZeneca today announced the successful completion of the acquisition of
Fusion Pharmaceuticals Inc., a clinical-stage biopharmaceutical company
developing next-generation radioconjugates (RCs). The acquisition marks a
major step forward in AstraZeneca delivering on its ambition to transform
cancer treatment and outcomes for patients by replacing traditional regimens
like chemotherapy and radiotherapy with more targeted treatments.

 

This acquisition complements AstraZeneca's leading oncology portfolio with the
addition of the Fusion pipeline of RCs, including their most advanced
programme, FPI-2265, a potential new treatment for patients with metastatic
castration-resistant prostate cancer (mCRPC), and brings new expertise and
pioneering R&D, manufacturing and supply chain capabilities in
actinium-based RCs to AstraZeneca. It also strengthens AstraZeneca's presence
in and commitment to Canada.

 

As a result of the acquisition, Fusion has become a wholly owned subsidiary of
AstraZeneca, with operations in Canada and the US.

 

Financial considerations

Under the terms of the definitive agreement, AstraZeneca, through a
subsidiary, has acquired all of Fusion's outstanding shares pursuant to a plan
of arrangement for a price of $21.00 per share in cash at closing plus a
non-transferable contingent value right of $3.00 per share in cash payable
upon the achievement of a specified regulatory milestone prior to 31(st)
August, 2029. Combined, the upfront payment and maximum potential contingent
value payment, if achieved, represent a transaction value of approximately
$2.4bn. As part of the transaction, AstraZeneca acquired the cash, cash
equivalents and short-term investments on Fusion's balance sheet, which
totalled $211m as of 31(st) March 2024. Fusion shares will be delisted from
the Nasdaq Stock Market and deregistered under the U.S. Securities Exchange
Act of 1934 and Fusion has applied to cease to be a reporting issuer under
applicable Canadian securities laws.

 

Canadian Early Warning Disclosure

Following completion of the acquisition, 15863210 Canada Inc. (the
"Purchaser"), a wholly-owned, indirect subsidiary of AstraZeneca, has
beneficial ownership and control over 85,692,265 Fusion shares, being 100% of
the issued and outstanding Fusion shares. The value, in Canadian dollars, of
the consideration paid per Fusion share and in total (representing, in each
case the total of the upfront payment and maximum potential contingent value
payment) was C$32.72 per share and C$2,804,219,198.25 in total (based on the
Bank of Canada's exchange rate as of June 3, 2024 being C$1.00 to $0.7334).

 

Fusion's head office is located at 270 Longwood Road South Hamilton, Ontario,
L8P 0A6. The Purchaser's head office is located at Suite 4000 -199 Bay Street,
Toronto, Ontario M5L 1A9.

 

All figures in this news release are denominated in United States dollars,
unless otherwise stated.

 

The disclosure in this section is being provided pursuant to National
Instrument 62-103 - The Early Warning System and Related Take-Over Bid and
Insider Reporting Issuers of the Canadian Securities Administrators.  An
early warning report will be filed under Fusion's profile on SEDAR+
(www.sedarplus.ca (http://www.sedarplus.ca) ) containing additional
information respecting the foregoing matters. Further information and a copy
of the early warning report may be obtained by contacting the Investor
Relations Team with contact details available here
(https://www.astrazeneca.com/investor-relations.html#Contacts) .

Notes

 

Radioconjugates in oncology

Radioconjugates (RCs) combine the precise targeting of antibodies, small
molecules or peptides with potent medical radioisotopes to deliver radiation
directly to cancer cells. By seeking out cancer cells, RCs provide a more
precise mechanism of cancer cell killing compared with traditional radiation
therapy, with the goal of improving efficacy while minimising toxicity on
healthy cells. RCs are administered via systemic delivery, which enables their
use in tumour types not accessible to external beam radiation and the
targeting of cancer cells that have spread from the main tumour to other sites
in the body.

About FPI-2265

FPI-2265 is an actinium-225 based PSMA-targeting RC for mCRPC, currently in a
Phase II trial.

 

Actinium-225 emits alpha particles and holds the promise of being a
next-generation radioisotope in cancer treatment. By delivering a greater
radiation dose over a shorter distance, alpha particles such as actinium-225
have the potential for more potent cancer cell killing, and targeted delivery,
thereby minimising damage to surrounding healthy tissue.

AstraZeneca in oncology
(https://www.astrazeneca.com/our-therapy-areas/oncology.html)

AstraZeneca is leading a revolution in oncology with the ambition to provide
cures for cancer in every form, following the science to understand cancer and
all its complexities to discover, develop and deliver life-changing medicines
to patients.

 

The Company's focus is on some of the most challenging cancers. It is through
persistent innovation that AstraZeneca has built one of the most diverse
portfolios and pipelines in the industry, with the potential to catalyse
changes in the practice of medicine and transform the patient experience.

 

AstraZeneca has the vision to redefine cancer care and, one day, eliminate
cancer as a cause of death.

 

Forward-looking statements

This announcement may include statements that are not statements of historical
fact, or "forward-looking statements," including with respect to AstraZeneca's
acquisition of Fusion. Such forward looking statements include, but are not
limited to, AstraZeneca's beliefs and expectations and statements about the
contingent milestone payment, benefits sought to be achieved in AstraZeneca's
acquisition of Fusion, the potential effects of the acquisition on
AstraZeneca, as well as the expected benefits and success of FPI-2265 and
other pipeline products or any combination product and the filing of the
Purchaser's early warning report on SEDAR+. These statements are based upon
the current beliefs and expectations of AstraZeneca's management and are
subject to significant risks and uncertainties. There can be no guarantees
that FPI-2265 or any other pipeline products will receive the necessary
regulatory approvals or prove to be commercially successful if approved. If
underlying assumptions prove inaccurate or risks or uncertainties materialise,
actual results may differ materially from those set forth in the
forward-looking statements.

 

Risks and uncertainties include, but are not limited to, the possibility that
the achievement of the specified milestone described in the contingent value
rights agreement may take longer to achieve than expected or may never be
achieved and the resulting contingent milestone payment may never be realised;
general industry conditions and competition; general economic factors,
including interest rate and currency exchange rate fluctuations; the impact of
COVID 19; the impact of pharmaceutical industry regulation and health care
legislation in the United States and internationally; competition from other
products; and challenges inherent in new product development, including
obtaining regulatory approval.

 

AstraZeneca undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise,
except to the extent required by law. Additional factors that could cause
results to differ materially from those described in the forward-looking
statements can be found in AstraZeneca's Annual Report on Form 20-F for the
year ended 31(st) December 2023 and Fusion's Annual Report on Form 10‑K for
the year ended 31(st) December 2023 and Quarterly Report on Form 10-Q for the
quarter ended 31(st) March, 2024, in each case as amended by any subsequent
filings made with the SEC. These and other filings made by AstraZeneca and
Fusion with the SEC are available at www.sec.gov.

 

AstraZeneca (https://www.astrazeneca.com/)

AstraZeneca (LSE/STO/Nasdaq: AZN) is a global, science-led biopharmaceutical
company that focuses on the discovery, development, and commercialisation of
prescription medicines in Oncology, Rare Diseases, and BioPharmaceuticals,
including Cardiovascular, Renal & Metabolism, Respiratory & Immunology
and Vaccines & Immune Therapies. Based in Cambridge, UK, AstraZeneca
operates in over 100 countries and its innovative medicines are used by
millions of patients worldwide. Please visit astrazeneca.com
(http://www.astrazeneca.com/)  and follow the Company on social
media @AstraZeneca
(https://gateway.zscalertwo.net/auD?origurl=https:%2f%2fwww.linkedin.com%2fcompany%2fastrazeneca&_ordtok=Mkk3WV5DBDPmQrD4F5MGdGDMZR)

Contacts

For details on how to contact the Investor Relations Team, please click here
(https://www.astrazeneca.com/investor-relations.html#Contacts) . For Media
contacts, click here (https://www.astrazeneca.com/media-centre/contacts.html)
.

 

Adrian Kemp

Company Secretary

AstraZeneca PLC

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