AstraZeneca to acquire Fusion Pharmaceuticals for $21 cash + $3 CVR per share

Fusion Pharmaceuticals Inc.

Per share consideration: $21.00 cash plus contingent value right (CVR) for up to $3.00 cash upon FDA acceptance of NDA for FPI-2265 in mCRPC by Aug 31, 2029.
Termination fee: Fusion pays $71.68M to AstraZeneca if it accepts superior proposal; AstraZeneca pays $102.4M to Fusion if antitrust conditions not met.
Supporting shareholders (~31% of outstanding shares) entered into voting and support agreements to vote in favor of the arrangement.
Arrangement requires 66⅔% shareholder approval, court approval, and regulatory clearances under U.S. HSR and Canadian Competition Act.
Expected close by September 18, 2024; special meeting of shareholders to be held.

item 1.01 item 5.02 item 5.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Fusion Pharmaceuticals Inc.: Amended and restated Section 10.8 of the bylaws to specify exclusive forum provisions for certain legal actions in Ontario courts for Canadian matters and U.S. District Court for Delaware for Securities Act claims (effective 2024-03-18).

Change: bylaw amendment
Effective: 2024-03-18

Exact text from the filing

On March 18, 2024, the Board adopted an amendment (the “Bylaw Amendment”) to Fusion’s bylaws (as may be amended from time to time, the “Bylaws”). The Bylaw Amendment amended and restated Section 10.8 of the Bylaws to specify that, unless Fusion consents in writing to the selection of an alternative forum, (i) the sole and exclusive forum for certain legal actions involving Fusion will be the courts of the Province of Ontario and (ii) the sole and exclusive forum for certain legal actions filed in the United States asserting a cause of action arising under the Securities Act of 1933, as amended will be United States District Court for the District of Delaware.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Fusion Pharmaceuticals Inc. entered into Arrangement Agreement with AstraZeneca AB and 15863210 Canada Inc. valued at US$21.00 in cash and one contingent value right representing up to US$3.00 per share (effective 2024-03-18).

Action: entry
Agreement: merger
Counterparty: AstraZeneca AB and 15863210 Canada Inc.
Value: US$21.00 in cash and one contingent value right representing up to US$3.00 per share
Effective: 2024-03-18

Exact text from the filing

On March 18, 2024, Fusion Pharmaceuticals Inc., a corporation formed under the Canada Business Corporations Act (the “CBCA”) (“Fusion”), AstraZeneca AB, a public company with limited liability (Aktiebolag) incorporated under the laws of Sweden (“Parent”) and 15863210 Canada Inc., a corporation formed under the CBCA (“Purchaser”), entered into a definitive arrangement agreement (the “Arrangement Agreement”), under which Purchaser will acquire all of the issued and outstanding common shares (collectively, the “Shares”) of Fusion on the terms and subject to the conditions set forth therein.

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Source: SEC EDGAR

accession 0001193125-24-070701

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