8-K
filed June 4, 2024, 7:59 PM ET
CIK 0001805890
M&A
confidence high
sentiment positive
materiality 1.00
Fusion Pharmaceuticals Inc.: M&A transaction — Fusion Pharmaceuticals acquired by AstraZeneca for $21/share + $3 CVR, total ~$2.4B
Fusion Pharmaceuticals Inc.
- Each Fusion share exchanged for $21.00 cash plus a contingent value right of up to $3.00 per share upon a regulatory milestone by Aug 31, 2029.
- Total transaction value approximately $2.4 billion; AstraZeneca also acquired Fusion's $211M cash balance.
- Fusion becomes wholly owned indirect subsidiary of AstraZeneca; shares to be delisted from Nasdaq and deregistered.
- CEO John F. Valliant and all prior directors resigned; Denise Lacombe, David E. White, Kevin Durning appointed as new directors.
- Former CFO John Crowley and President Mohit Rawat ceased as executive officers effective June 4, 2024.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Barbara Duncan resigned as Director at Fusion Pharmaceuticals Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Pablo Cagnoni resigned as Director at Fusion Pharmaceuticals Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeremy Bender resigned as Director at Fusion Pharmaceuticals Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Meek resigned as Director at Fusion Pharmaceuticals Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Philina Lee resigned as Director at Fusion Pharmaceuticals Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Durning was appointed as Director at Fusion Pharmaceuticals Inc..
- Action
- became
- Role
- Director
Exact text from the filing
Effective immediately following these resignations, Denise Lacombe, David E. White, and Kevin Durning became the directors of Fusion.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Donald Bergstrom resigned as Director at Fusion Pharmaceuticals Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David E. White was appointed as Director at Fusion Pharmaceuticals Inc..
- Action
- became
- Role
- Director
Exact text from the filing
Effective immediately following these resignations, Denise Lacombe, David E. White, and Kevin Durning became the directors of Fusion.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John F. Valliant resigned as Director at Fusion Pharmaceuticals Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Denise Lacombe was appointed as Director at Fusion Pharmaceuticals Inc..
- Action
- became
- Role
- Director
Exact text from the filing
Effective immediately following these resignations, Denise Lacombe, David E. White, and Kevin Durning became the directors of Fusion.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Crowley departed as Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer at Fusion Pharmaceuticals Inc..
- Action
- ceased to serve
- Role
- Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
Exact text from the filing
John Crowley (Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer) and Mohit Rawat (President and Chief Business Officer) ceased to serve in their capacities as executive officers of Fusion.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mohit Rawat departed as President and Chief Business Officer at Fusion Pharmaceuticals Inc..
- Action
- ceased to serve
- Role
- President and Chief Business Officer
Exact text from the filing
John Crowley (Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer) and Mohit Rawat (President and Chief Business Officer) ceased to serve in their capacities as executive officers of Fusion.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Teresa Bitetti resigned as Director at Fusion Pharmaceuticals Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Steve Gannon resigned as Director at Fusion Pharmaceuticals Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Fusion Pharmaceuticals Inc. underwent a change of control involving AstraZeneca AB for approximately US$2.4 billion (closed 2024-06-04).
- Action
- change of control
- Counterparty
- AstraZeneca AB
- Consideration
- approximately US$2.4 billion
- Closing
- 2024-06-04
Exact text from the filing
Warrants, Options, and Restricted Stock Units outstanding immediately prior to the Effective Time (other than Shares held by Purchaser and its affiliates) was approximately US$2.4 billion. There were no Options outstanding immediately prior to the Effective Time with an exercise price per Share greater than or equal to the Cash Consideration. The foregoing
View on SEC.gov
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