Transaction includes actinium-based
clinical-stage radioconjugate targeting PSMA for prostate cancer,
pipeline of radioconjugates and state-of-the-art R&D and
manufacturing facilities
Fusion shareholders to receive $21.00 per share in cash at closing plus a
non-transferrable contingent value right (CVR) of $3.00 per share, representing a total transaction
value of approximately $2.4 billion
including the CVR
HAMILTON, ON and BOSTON, March 19,
2024 /PRNewswire/ -- Fusion Pharmaceuticals Inc.
(Nasdaq: FUSN), a clinical-stage oncology company focused on
developing next-generation radioconjugates (RCs) as precision
medicines, today announced the Company has entered into a
definitive agreement to be acquired by AstraZeneca. The acquisition
marks a major step forward in AstraZeneca delivering on its
ambition to transform cancer treatment and outcomes for patients by
replacing traditional regimens like chemotherapy and radiotherapy
with more targeted treatments.
RCs have emerged as a promising modality in cancer treatment
over recent years. These medicines deliver a radioactive isotope
directly to cancer cells through precise targeting using molecules
such as antibodies, peptides or small molecules. This approach has
many potential advantages compared to traditional radiotherapy,
including minimizing damage to healthy cells and enabling access to
tumors not reachable through external beam radiation.
This acquisition complements AstraZeneca's leading oncology
portfolio with the addition of the Fusion pipeline of RCs,
including the Company's most advanced program, FPI-2265, a
potential new treatment for patients with metastatic
castration-resistant prostate cancer (mCRPC). FPI-2265 targets
prostate-specific membrane antigen (PSMA), a protein that is highly
expressed in mCRPC, and is currently in a Phase 2 trial.
The acquisition brings new expertise and pioneering R&D,
manufacturing and supply chain capabilities in actinium-based RCs
to AstraZeneca. It also strengthens their presence in and
commitment to Canada.
Fusion Chief Executive Officer John
Valliant, Ph.D., said: "This acquisition combines Fusion's
expertise and capabilities in radioconjugates, including our
industry-leading radiopharmaceutical R&D, pipeline,
manufacturing and actinium-225 supply chain, with AstraZeneca's
leadership in small molecules and biologics engineering to develop
novel radioconjugates. Expanding on our existing collaboration with
AstraZeneca where we have advanced FPI-2068, an EGFR-cMET targeted
radioconjugate into Phase I clinical trials, gives us a unique
opportunity to accelerate the development of next-generation
radioconjugates with the aim of transforming patient outcomes."
Susan Galbraith, Executive Vice
President, Oncology R&D, AstraZeneca, said: "Between thirty and
fifty per cent of patients with cancer today receive radiotherapy
at some point during treatment, and the acquisition of Fusion
furthers our ambition to transform this aspect of care with
next-generation radioconjugates. Together with Fusion, we have an
opportunity to accelerate the development of FPI-2265 as a
potential new treatment for prostate cancer, and to harness their
innovative actinium-based platform to develop radioconjugates as
foundational regimens."
Fusion President and Chief Business Officer Mohit Rawat, said: "Fusion has differentiated
itself in the growing radioconjugate space by assembling an
industry-leading team with deep expertise and infrastructure to
support bringing these much-needed therapies to cancer patients.
Together we look forward to building upon our work to impact the
landscape of cancer therapy. Deepening our collaboration with
AstraZeneca presents an exciting opportunity for the Fusion
team."
Fusion will become a wholly owned subsidiary of AstraZeneca,
with operations continuing in Canada and the US.
Financial Considerations
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 (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 $2
billion, a 97% premium to Fusion's closing market price of
$10.64 on March 18, 2024, and an 85% premium to the 30-day
volume-weighted average price (VWAP) of $11.37 before this announcement. Combined, the
upfront and maximum potential contingent value payments represent,
if achieved, a transaction value of approximately $2.4 billion, a 126% premium to Fusion's closing
market price on March 18, 2024, 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 $234 million 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 (i) 66⅔% of the votes cast by Fusion
shareholders and (ii) a simple majority of the votes cast by Fusion
shareholders (excluding certain persons required to be excluded in
accordance with Multilateral Instrument 61-101 of the Canadian
Securities Administrators), 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.
Centerview Partners LLC is serving as exclusive financial
advisor to Fusion and Goodwin Procter LLP is serving as legal
counsel, with Osler, Hoskin &
Harcourt LLP serving as Canadian legal counsel.
Radioconjugates in oncology
RCs combine the precise
targeting of antibodies, small molecules or peptides with potent
medical radioisotopes to deliver radiation directly to cancer
cells. By seeking out cancer cells, RCs provide a more precise
mechanism of cancer cell killing compared with traditional
radiation therapy, with the goal of improving efficacy while
minimizing toxicity on healthy cells. RCs are administered via
systemic delivery, which enables their use in tumor types not
accessible to external beam radiation and the targeting of cancer
cells that have spread from the main tumor to other sites in the
body.
About FPI-2265
FPI-2265 is an actinium-225 based PSMA
targeting RC, for mCRPC, currently in a Phase II trial.
Actinium-225 emits alpha particles and holds the promise of being a
next-generation radioisotope in cancer treatment. By delivering a
greater radiation dose over a shorter distance, alpha particles
such as actinium-225 have the potential for more potent cancer cell
killing, and targeted delivery, thereby minimizing damage to
surrounding healthy tissue.
About Fusion
Fusion Pharmaceuticals is a
clinical-stage oncology company focused on developing
next-generation RCs. Fusion connects alpha particle emitting
isotopes to various targeting molecules in order to selectively
deliver the alpha emitting payloads to tumors. Fusion's
clinical-stage development portfolio includes lead program,
FPI-2265, targeting PSMA for mCRPC and novel RCs targeting solid
tumors.
Cautionary Note Regarding Forward-Looking Statements
To the extent any statements made in this communication contain
information that is not historical, these statements are
forward-looking statements within the meaning of Section 27A of the
U.S. Securities Act of 1933, as amended, and Section 21E of the
U.S. Securities Exchange Act of 1934, as amended, and
forward-looking information under Canadian securities law
(collectively, "forward-looking statements"). Certain statements in
this communication may constitute forward-looking statements, which
reflect the expectations of Fusion's management regarding the
business prospects and opportunities of Fusion and the proposed
transaction. The use of words such as "may," "will," "could,"
"should," "expects," "intends," "plans," "anticipates," "believes,"
"estimates," "predicts," "projects," "seeks," "endeavor,"
"potential," "continue" or the negative of such words or other
similar expressions can be used to identify forward-looking
statements. More particularly and without limitation, this
communication contains forward-looking statements and information
regarding whether the proposed transaction will be completed,
whether the CVR Agreement will be entered into, the anticipated
benefits of the proposed transaction for Fusion and its
Shareholders, whether approval will be received under the U.S.
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the
Competition Act (Canada), each as
amended, and whether the milestone under the CVR Agreement will be
achieved.
Fusion's actual results could differ materially from those
stated or implied in forward-looking statements due to a number of
factors including but not limited to risks related to the
satisfaction or waiver of the conditions to closing the proposed
transaction (including the failure to obtain necessary regulatory,
court and Fusion's shareholder approvals) in the anticipated
timeframe or at all, including the possibility that the proposed
transaction does not close; the response of business partners and
competitors to the announcement of the proposed transaction, and/or
potential difficulties in employee retention as a result of the
announcement and pendency of the proposed transaction; significant
transaction costs; the failure to realize the expected benefits of
the proposed transaction; risks associated with the disruption of
management's attention from ongoing business operations due to the
proposed transaction; and unknown liabilities and the risk of
litigation and/or regulatory actions related to the proposed
transaction. Please also refer to the factors discussed under "Risk
Factors" and "Special Note Regarding Forward-looking Information"
in Fusion's Annual Report on Form 10-K for the year ended
December 31, 2022, with the U.S.
Securities Exchange Commission ("SEC"), each as updated by Fusion's
continuous disclosure filings, which are available at www.sec.gov
and at www.sedarplus.com.
Forward-looking statements involve significant risks and
uncertainties, should not be read as guarantees of future
performance or results, and will not necessarily be accurate
indications of whether or not or the times at or by which such
performance or results will be achieved. All forward-looking
statements herein are qualified in their entirety by its cautionary
statement and are made as of the date of this document. Fusion
disclaims any obligation to revise or update any such
forward-looking statements or to publicly announce the result of
any revisions to any of the forward-looking statements contained
herein to reflect future results, events or developments, except as
required by law.
Additional Information about the Proposed Transaction and
Where to Find It
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote, consent or approval in any
jurisdiction, nor shall there by any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
This communication has been prepared in respect of the transaction
involving Fusion, AstraZeneca and Purchaser (as defined in the
Arrangement Agreement) pursuant to the terms of the Arrangement
Agreement, and may be deemed to be soliciting material relating to
the transaction. In connection with the transaction, Fusion will
file a management information circular and proxy statement on
Schedule 14A relating to a special meeting of the shareholders with
the SEC and Canadian Securities Administrators ("CSA").
Additionally, Fusion will file other relevant materials in
connection with the transaction with the SEC and the CSA.
Shareholders of Fusion are urged to read the management
information circular and proxy statement and/or consent
solicitation documents regarding the transaction and any other
relevant materials carefully in their entirety when they become
available before making any voting or investment decision with
respect to the transaction because they will contain important
information about the transaction and the parties to the
Arrangement Agreement. The definitive management information
circular and proxy statement will be mailed to holders of Fusion's
shares. Shareholders will be able to obtain a copy of the
management information circular and proxy statement, as well as
other filings containing information about the transaction and the
parties to the Arrangement Agreement made by Fusion with the SEC
and CSA free of charge on EDGAR at www.sec.gov, on SEDAR+ at
www.sedarplus.com, or on Fusion's website at www.fusionpharma.com.
Information contained on, or that may be accessed through, the
websites referenced in this communication is not incorporated into
and does not constitute a part of this document. We have included
these website addresses only as inactive textual references and do
not intend them to be active links.
Participants in the Solicitation
Fusion and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
shareholders of Fusion in respect of the transaction. Information
about Fusion's directors and executive officers is set forth in the
proxy statement and management information circular for Fusion's
Annual General Meeting of Shareholders, which was filed with the
SEC and CSA on April 27, 2023.
Investors may obtain additional information regarding the interest
of such participants by reading the management information circular
and proxy statement regarding the proposed transaction when it
becomes available.
Contact:
Amanda
Cray
Senior Director of Investor Relations & Corporate
Communications
(617) 967-0207
cray@fusionpharma.com
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SOURCE Fusion Pharmaceuticals