8-K
filed February 24, 2023, 6:59 PM ET
CIK 0001868734
M&A
confidence high
sentiment positive
materiality 1.00
CinCor Pharma, Inc.: M&A transaction — AstraZeneca completes acquisition of CinCor Pharma for $26/share plus $10 CVR; total ~$1.8B
CinCor Pharma, Inc.
- AstraZeneca subsidiary acquired all outstanding CinCor shares for $26.00 cash per share plus one CVR worth up to $10.00 per share upon milestone.
- Total transaction value approximately $1.8 billion; 86.3% of shares tendered in offer.
- CinCor becomes wholly owned subsidiary of AstraZeneca; stock to be delisted from Nasdaq.
- All CinCor directors resigned; replaced by AstraZeneca appointees David E. White and Kevin Durning.
- Certificate of incorporation and bylaws amended and restated effective at merger close.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Allison resigned as Director at CinCor Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Marc de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D., Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James I. Healy resigned as Director at CinCor Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Marc de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D., Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Maina Bhaman resigned as Director at CinCor Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Marc de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D., Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
June Lee resigned as Director at CinCor Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Marc de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D., Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marc de Garidel resigned as Director at CinCor Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Marc de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D., Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John F. Thero resigned as Director at CinCor Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Marc de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D., Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Durning was appointed as Director at CinCor Pharma, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Purchaser as of immediately prior to the Effective Time, which consisted of David E. White and Kevin Durning, became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Troy Ignelzi resigned as Director at CinCor Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Marc de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D., Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David E. White was appointed as Director at CinCor Pharma, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Purchaser as of immediately prior to the Effective Time, which consisted of David E. White and Kevin Durning, became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jason Pitts resigned as Director at CinCor Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Marc de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D., Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero resigned as directors of the Company and from all committees of the board of directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CinCor Pharma, Inc.: Amended and restated certificate of incorporation in its entirety.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CinCor Pharma, Inc.: Amended and restated bylaws in their entirety.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
CinCor Pharma, Inc. underwent a change of control involving AstraZeneca Finance and Holdings Inc. for approximately $1.8 billion (closed 2023-02-24).
- Action
- change of control
- Counterparty
- AstraZeneca Finance and Holdings Inc.
- Consideration
- approximately $1.8 billion
- Closing
- 2023-02-24
Exact text from the filing
such Warrant, and (ii) one CVR with respect to each Share subject to such Warrant. The total transaction value of the Offer and the Merger (including the CVRs) is approximately $1.8 billion. Parent provided Purchaser with the necessary funds to fund the Offer and the Merger through Parent’
View on SEC.gov
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