Astellas to acquire Iveric Bio for $40 per share in cash

Astellas Pharma and Iveric Bio announced that on April 29, the companies have entered into a definitive agreement under which Astellas through Berry Merger Sub, a wholly-owned subsidiary of Astellas US Holding, has agreed to acquire 100% of the outstanding shares of Iveric Bio for $40 per share in cash for a total equity value of approximately $5.9B. In the acquisition, Iveric Bio will become an indirectly wholly-owned subsidiary of Astellas. The total equity value of Iveric Bio in the acquisition assumes that there are approximately 148.2M outstanding shares of Iveric Bio common stock on a fully diluted basis. The purchase price represents a premium of 64% to Iveric Bio’s unaffected closing share price of $24.33 on March 31, 2023, and a premium of 75% to Iveric Bio’s 30 trading day volume weighted average price as of March 31, 2023. The Boards of Directors of both companies have unanimously approved the transaction. Astellas expects that the acquisition of Iveric Bio will not only contribute to Astellas’ fiscal 2025 revenue targets set in its Corporate Strategic Plan 2021, but also, that ACP in conjunction with fezolinetant and PADCEV, is anticipated to be a revenue-generating pillar to help compensate for the decline in sales of XTANDI due to anticipated patent expiration later this decade. The completion of the acquisition is not subject to a financing condition. Astellas does not anticipate making any change in its dividend policy following the acquisition. The closing of the proposed acquisition is subject to approval by Iveric Bio’s stockholders and other customary closing conditions, including receipt of required regulatory approvals. The companies expect to complete the acquisition in the second quarter of Astellas’ fiscal year 2023.