HAMILTON, ON and BOSTON,
June 4,
2024 /PRNewswire/ -- Fusion Pharmaceuticals Inc.
(Nasdaq: FUSN), a clinical-stage oncology company focused on
developing next-generation radioconjugates (RCs), announced the
successful completion of the acquisition of all of the issued and
outstanding shares of Fusion by a wholly-owned subsidiary of
AstraZeneca AB by way of a statutory plan of arrangement under
section 192 of the Canada Business Corporations Act,
referred to as the Arrangement. The Arrangement 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.
The Arrangement complements AstraZeneca's leading oncology
portfolio with the addition of the Fusion pipeline of RCs,
including their most advanced program, FPI-2265, a potential new
treatment for patients with metastatic castration-resistant
prostate cancer (mCRPC), and brings new expertise and pioneering
R&D, manufacturing and supply chain capabilities in
actinium-based RCs to AstraZeneca. The Arrangement is also expected
to strengthen AstraZeneca's presence in and commitment to
Canada.
As a result of the Arrangement, Fusion has become a wholly owned
subsidiary of AstraZeneca, with operations continuing in
Canada and the US. Fusion shares
will be delisted from the Nasdaq Stock Market and deregistered
under the U.S. Securities Exchange Act of 1934. Fusion has
submitted an application to cease to be a reporting issuer under
applicable Canadian securities laws and to otherwise terminate
Fusion's Canadian public reporting requirements.
Financial Considerations
Under the terms of the
definitive agreement, AstraZeneca, through a subsidiary, has
acquired all of Fusion's outstanding shares pursuant to the
Arrangement for a price of $21.00 per
share in cash at closing plus a non-transferable contingent value
right of $3.00 per share in cash
payable upon the achievement of a specified regulatory milestone
prior to August 31, 2029. Combined,
the upfront payment and maximum potential contingent value payment,
if achieved, represent a transaction value of approximately
$2.4 billion. As part of the
Arrangement, AstraZeneca acquired the cash, cash equivalents and
short-term investments on Fusion's balance sheet, which totaled
$211 million as of March 31, 2024.
The upfront consideration has been provided to Equiniti Trust
Company, LLC, as depositary under the Arrangement, and, along with
the contingent value rights, will be delivered to former
securityholders (as applicable) of Fusion as soon as practicable on
or after the date hereof.
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. Fusion has a fully operational Good Manufacturing Practice
compliant state-of-the-art radiopharmaceutical manufacturing
facility to meet supply demand for Fusion's growing pipeline of
radioconjugates.
Forward Looking Information
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. 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.
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 ability of Fusion to meet the regulatory
milestone, the response of business partners and competitors to the
completion of the Arrangement, and/or potential difficulties in
employee retention as a result of the Arrangement; and the
failure to realize the expected benefits of the Arrangement. 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, 2023, with the U.S. Securities
Exchange Commission ("SEC"), each as updated by Fusion's continuous
disclosure filings, and the factors discussed under "Risk Factors"
in the Management Information Circular and Proxy Statement dated
April 25, 2024, all of which are
available at www.sec.gov and at www.sedarplus.ca.
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.
Notes
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 tumour types not
accessible to external beam radiation and the targeting of cancer
cells that have spread from the main tumour 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.
For further information: Amanda
Cray, Senior Director of Investor Relations & Corporate
Communications, 617-967-0207, cray@fusionpharma.com
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SOURCE Fusion Pharmaceuticals