Fusion Pharmaceuticals to be acquired by AstraZeneca in $2.4B transaction

Fusion Pharmaceuticals (FUSN) announced the company has entered into a definitive agreement to be acquired by AstraZeneca (AZN). The acquisition brings new expertise and pioneering R&D, manufacturing and supply chain capabilities in actinium-based RCs to AstraZeneca. Fusion will become a wholly owned subsidiary of AstraZeneca, with operations continuing in Canada and the U.S. Under the terms of the definitive agreement, AstraZeneca, through a subsidiary, will acquire 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, or CVR, of $3.00 per share in cash payable upon the achievement of a specified regulatory milestone. The upfront cash portion of the consideration represents a transaction value of approximately $2B, a 97% premium to Fusion’s closing market price of $10.64 on March 18 and an 85% premium to the 30-day volume-weighted average price, or VWAP, of $11.37 before this announcement. Combined, the upfront and maximum potential contingent value payments represent, if achieved, a transaction value of approximately $2.4B, a 126% premium to Fusion’s closing market price on March 18 and a 111% premium to the 30-day VWAP. As part of the transaction, AstraZeneca will acquire the cash, cash equivalents and short-term investments on Fusion’s balance sheet, which totaled $234M as of December 31, 2023. The proposed acquisition of Fusion is to be completed by way of a statutory plan of arrangement under the Canada Business Corporations Act and subject to customary closing conditions, including approval of 66 2/3% of the votes cast by Fusion shareholders and a simple majority of the votes cast by Fusion shareholders, in each case, at a special meeting of Fusion shareholders. The transaction is expected to close in the second quarter of 2024, subject to customary closing conditions, including the approval of Fusion shareholders and regulatory clearances, as noted above.