Icosavax to be acquired by AstraZeneca for $15.00 per share in cash, CVR

Icosavax (ICVX) announced it has entered into a definitive agreement pursuant to which AstraZeneca (AZN), through an acquisition subsidiary, will initiate a tender offer to acquire all of Icosavax’s outstanding shares for a price of $15.00 per share in cash at closing, plus a non-tradable contingent value right to receive up to $5.00 in cash, payable upon achievement of specified regulatory and net sales milestones. The upfront cash portion of the consideration represents an equity value of approximately $838M and a 43% premium over Icosavax’s closing market price on December 11 and a 73% premium to Icosavax’s volume-weighted average price for the preceding 60 trading days. Combined, the upfront and maximum potential contingent value payments represent, if achieved, an equity value of approximately $1.1B and a 91% premium over Icosavax’s closing market price on December 11 and a 130% premium to Icosavax’s volume-weighted average price for the preceding 60 trading days. The closing of the tender offer is subject to certain conditions, including the tender of shares representing at least a majority of the total number of Icosavax’s outstanding shares, and other customary closing conditions and regulatory clearances. Upon the successful completion of the tender offer, a subsidiary of AstraZeneca will be merged with and into Icosavax and any remaining shares of common stock of Icosavax will be cancelled and converted into the right to receive the same consideration per share payable in the tender offer. Subject to the satisfaction of the conditions in the merger agreement, the acquisition is expected to close in the first quarter of 2024.