HAMILTON, ON and BOSTON, April 25,
2024 /PRNewswire/ -- Fusion Pharmaceuticals Inc.
(Nasdaq: FUSN), a clinical-stage oncology company focused on
developing next-generation radioconjucates (RCs) as precision
medicines, today announced that it has filed and is in the process
of mailing the management information circular and proxy statement
(the "Circular") and related materials for the special
meeting (the "Meeting") of Fusion's shareholders (the
"Shareholders") to approve the previously announced
arrangement with AstraZeneca plc ("AstraZeneca") under the
Canada Business
Corporations Act (the "Arrangement").
Under the terms of the Arrangement, AstraZeneca, through a
subsidiary, will acquire all of Fusion's outstanding shares for a
price of US$21.00 per share in cash
at closing plus a non-transferable contingent value right (CVR)
representing the contingent right to receive US$3.00 per share in cash payable upon the
achievement of a specified regulatory milestone, pursuant and
subject to the terms and conditions of a contingent value rights
agreement.
The Arrangement is subject to approval by the affirmative vote
of (i) not less than 66⅔% of the votes cast by the Shareholders,
present in person or represented by proxy at the Meeting, each
being entitled to one vote per share, and (ii) a majority of the
votes cast by the Shareholders present in person or
represented by proxy at the Meeting, each being entitled to one
vote per share after excluding the votes of those persons whose
votes are required to be excluded in accordance with Multilateral
Instrument 61-101 of the Canadian Securities Administrators (the
"CSA").
Interim Order
Fusion also announced today that the Ontario Superior Court of
Justice (Commercial List) (the "Court") has issued an
interim order in connection with the Arrangement authorizing
various matters, including the holding of the Meeting and the
mailing of the Circular.
Record Date
Fusion filed a notice of meeting and record date with the
applicable securities regulatory authorities, pursuant to which it
advised the Shareholders that the Meeting would be held virtually
on May 29, 2024 and set the
close of business on April 16, 2024
as the record date (the "Record Date") for the Meeting.
Meeting and Circular
The Meeting is scheduled to be held as a virtual-only meeting
available via live audio webcast on Wednesday, May 29, 2024 at 10:00 a.m. (Eastern time). Shareholders
may attend the Meeting by registering in advance at
https://www.proxydocs.com/FUSN. Shareholders, regardless
of geographic location, will have an equal opportunity to
participate in the Meeting online. Shareholders will not be able to
attend the Meeting in person. Shareholders of record as of the
close of business on the Record Date are entitled to receive notice
of and vote at the Meeting. Shareholders are urged to vote well
before the proxy deadline of 10:00 a.m.
(Eastern time) on Wednesday, May 29, 2024.
The Circular provides important information on the Arrangement
and related matters, including the background to the Arrangement,
voting procedures and how to virtually attend the Meeting.
Shareholders are urged to read the Circular and its appendices
carefully and in their entirety. The Circular is being mailed to
Shareholders in compliance with applicable laws and the Interim
Order. The Circular is available with the SEC and CSA free of
charge under Fusion's profile on EDGAR at www.sec.gov or on SEDAR+
at www.sedarplus.com, and on Fusion's website at
www.fusionpharma.com.
Board Recommendation
The board of directors of Fusion, after careful review and
consideration and consultation with its financial and legal
advisors, and upon the unanimous recommendation of its transaction
committee, unanimously determined that the Arrangement is fair to
the Shareholders (other than AstraZeneca and its affiliates) and
the Arrangement is in the best interests of Fusion, and unanimously
recommends the Shareholders vote FOR the Arrangement.
Completion of the Arrangement
In addition to the receipt of the requisite approval of the
Shareholders at the Meeting, the completion of the Arrangement is
subject to the final approval of the Arrangement by the Court and
the satisfaction or waiver of other customary closing
conditions.
Shareholder Questions and Assistance
Shareholders who have questions regarding the Meeting or require
assistance with voting may contact Innisfree M&A Incorporated,
Fusion's proxy solicitation agent, at (877) 687-1866 (for
Shareholders in the US and Canada)
and +1 (412) 232-3651 (for Shareholders outside the US and
Canada).
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 metastatic castrate-resistant
prostate cancer (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 Arrangement.
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 Arrangement will be completed, and the
satisfaction or waiver of conditions to closing, failure to obtain
necessary regulatory, Court and Shareholder approvals in the
anticipated timeframe or at all, including the possibility that the
Arrangement does not close, and whether the milestone under the
contingent value rights 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 Arrangement
(including the failure to obtain necessary regulatory, Court and
Shareholder approvals) in the anticipated timeframe or at all,
including the possibility that the Arrangement does not close; the
response of business partners and competitors to the announcement
of the Arrangement, and/or potential difficulties in employee
retention as a result of the announcement and pendency of the
Arrangement; significant transaction costs; the failure to realize
the expected benefits of the Arrangement; risks associated with the
disruption of management's attention from ongoing business
operations due to the Arrangement; and unknown liabilities and the
risk of litigation and/or regulatory actions related to 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 Circular, all of 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 Arrangement and Where to
Find It
Shareholders and others should note that Fusion communicates
with its investors and the public using the Fusion website,
www.fusionpharma.com, including, but not limited to, company
disclosures, investor presentations, SEC filings, and press
releases. The information that Fusion posts on this website could
be deemed to be material information. As a result, Fusion
encourages investors, media and others interested to review the
information that Fusion posts there on a regular basis.
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 AB and 15863210 Canada Inc. pursuant
to the terms of the arrangement agreement entered into in
connection with the Arrangement, and may be deemed to be soliciting
material relating to the transaction. In connection with the
transaction, Fusion has filed the Circular with the SEC and CSA.
Additionally, Fusion will file other relevant materials in
connection with the transaction with the SEC and the CSA.
Shareholders are urged to read the Circular and any other
relevant materials carefully in their entirety before making any
voting or investment decision with respect to the transaction
because they contain important information about the transaction
and the parties to the Arrangement Agreement. The Circular is
in the process of being mailed to Shareholders. Shareholders will
also be able to obtain a copy of the Circular, 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.
Contact:
Amanda
Cray
Senior Director of Investor Relations & Corporate
Communications (617) 967-0207
cray@fusionpharma.com
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SOURCE Fusion Pharmaceuticals