05 June 2024
Acquisition of Fusion completed
AstraZeneca today announced the successful
completion of the acquisition of Fusion Pharmaceuticals Inc., a
clinical-stage biopharmaceutical company developing next-generation
radioconjugates (RCs). 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.
This acquisition complements AstraZeneca's
leading oncology portfolio with the addition of the Fusion pipeline
of RCs, including their most advanced programme, 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. It also
strengthens AstraZeneca's presence in and commitment to
Canada.
As a result of the acquisition,
Fusion has become a wholly owned subsidiary
of AstraZeneca, with operations in Canada and the US.
Financial considerations
Under the terms of the definitive
agreement, AstraZeneca, through a subsidiary, has acquired 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 of $3.00 per share in cash
payable upon the achievement of a specified regulatory milestone
prior to 31st August, 2029. Combined, the upfront
payment and maximum potential contingent value payment, if
achieved, represent a transaction value of approximately $2.4bn. As
part of the transaction, AstraZeneca acquired the cash, cash
equivalents and short-term investments on Fusion's balance sheet,
which totalled $211m as of 31st March 2024. Fusion
shares will be delisted from the Nasdaq Stock Market and
deregistered under the U.S. Securities Exchange Act of 1934 and
Fusion has applied to cease to be a reporting issuer under
applicable Canadian securities laws.
Canadian Early Warning Disclosure
Following completion of the
acquisition, 15863210 Canada Inc. (the "Purchaser"), a wholly-owned, indirect
subsidiary of AstraZeneca, has beneficial
ownership and control over 85,692,265 Fusion shares, being 100% of
the issued and outstanding Fusion shares. The value, in Canadian
dollars, of the consideration paid per Fusion share and in total
(representing, in each case the total of the upfront payment and
maximum potential contingent value payment) was C$32.72 per share
and C$2,804,219,198.25 in total (based on the Bank of
Canada's exchange rate as of June 3, 2024 being C$1.00 to
$0.7334).
Fusion's head office is located at
270 Longwood Road South Hamilton, Ontario, L8P 0A6. The Purchaser's
head office is located at Suite 4000 -199 Bay Street, Toronto,
Ontario M5L 1A9.
All figures in this news release are
denominated in United States dollars, unless otherwise
stated.
The disclosure in this section is
being provided pursuant to National Instrument 62-103 -
The Early Warning System and
Related Take-Over Bid and Insider Reporting Issuers of the
Canadian Securities Administrators. An early warning report will
be filed under Fusion's profile on SEDAR+ (www.sedarplus.ca)
containing additional information respecting the foregoing matters.
Further information and a copy of the early warning report may be
obtained by contacting the Investor Relations Team with contact
details available here.
Notes
Radioconjugates in oncology
Radioconjugates (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
minimising 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
minimising damage to surrounding healthy tissue.
AstraZeneca in oncology
AstraZeneca is leading a revolution in oncology
with the ambition to provide cures for cancer in every form,
following the science to understand cancer and all its complexities
to discover, develop and deliver life-changing medicines to
patients.
The Company's focus is on some of the most
challenging cancers. It is through persistent innovation that
AstraZeneca has built one of the most diverse portfolios and
pipelines in the industry, with the potential to catalyse changes
in the practice of medicine and transform the patient
experience.
AstraZeneca has the vision to redefine cancer
care and, one day, eliminate cancer as a cause of death.
Forward-looking
statements
This announcement may include statements that
are not statements of historical fact, or "forward-looking
statements," including with respect to AstraZeneca's acquisition
of Fusion. Such forward looking statements include,
but are not limited to, AstraZeneca's beliefs and expectations and
statements about the contingent milestone payment, benefits sought
to be achieved in AstraZeneca's acquisition of Fusion,
the potential effects of the acquisition on AstraZeneca, as well as
the expected benefits and success of FPI-2265 and other pipeline
products or any combination product and the filing of the
Purchaser's early warning report on SEDAR+. These statements are
based upon the current beliefs and expectations of AstraZeneca's
management and are subject to significant risks and uncertainties.
There can be no guarantees that FPI-2265 or any other pipeline
products will receive the necessary regulatory approvals or prove
to be commercially successful if approved. If underlying
assumptions prove inaccurate or risks or uncertainties materialise,
actual results may differ materially from those set forth in the
forward-looking statements.
Risks and uncertainties include, but are not
limited to, the possibility that the achievement of the specified
milestone described in the contingent value rights agreement may
take longer to achieve than expected or may never be achieved and
the resulting contingent milestone payment may never be realised;
general industry conditions and competition; general economic
factors, including interest rate and currency exchange rate
fluctuations; the impact of COVID 19; the impact of pharmaceutical
industry regulation and health care legislation in the United
States and internationally; competition from other products; and
challenges inherent in new product development, including obtaining
regulatory approval.
AstraZeneca undertakes no obligation to
publicly update any forward-looking statement, whether as a result
of new information, future events or otherwise, except to the
extent required by law. Additional factors that could cause results
to differ materially from those described in the forward-looking
statements can be found in AstraZeneca's Annual Report on
Form 20-F for the year ended 31st December 2023
and Fusion's Annual Report on Form 10‑K for the year
ended 31st December 2023 and Quarterly Report on
Form 10-Q for the quarter ended 31st March, 2024,
in each case as amended by any subsequent filings made with the
SEC. These and other filings made by AstraZeneca and Fusion
with the SEC are available at www.sec.gov.
AstraZeneca
AstraZeneca (LSE/STO/Nasdaq: AZN) is a global,
science-led biopharmaceutical company that focuses on the
discovery, development, and commercialisation of prescription
medicines in Oncology, Rare Diseases, and BioPharmaceuticals,
including Cardiovascular, Renal & Metabolism, Respiratory &
Immunology and Vaccines & Immune Therapies. Based in Cambridge,
UK, AstraZeneca operates in over 100 countries and its innovative
medicines are used by millions of patients worldwide. Please
visit astrazeneca.com and follow
the Company on social media @AstraZeneca
Contacts
For details on how to contact the Investor
Relations Team, please click here.
For Media contacts, click here.
Adrian Kemp
Company Secretary
AstraZeneca PLC