AstraZeneca AB entered into a definitive agreement to acquire Fusion Pharmaceuticals Inc. (NasdaqGS:FUSN) from a group of shareholders for $1.8 billion on March 18, 2024. 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 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. Combined, the upfront and maximum potential contingent value payments represent, if achieved, a transaction value of approximately $2.4 billion. Fusion will become a wholly owned subsidiary of AstraZeneca, with operations continuing in Canada and the US. If certain events occur as set out in the arrangement agreement that result in the termination of the arrangement agreement, Fusion will be required to pay a termination fee of $71,680,000 and AstraZeneca will be required to pay a termination fee of $102,400,000. The transaction is subject to customary closing conditions, including the approval of Fusion shareholders, the Interim Order and the Final Order have each been obtained, the Competition Act Approval, the HSR Approval and the Investment Canada Act Approval have been obtained, and regulatory clearances. Fusion Board of Directors has unanimously approved the transaction and unanimously recommends that shareholders vote for the proposal. A transaction committee consisting of independent members of Fusion Board was formed to consider the transaction. At 11:59 p.m. on April 22, 2024, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended expired with respect to the transaction contemplated by the arrangement agreement. The Ontario Superior Court of Justice (Commercial List) has issued an interim order in connection with the arrangement authorizing various matters on April 24, 2024. On April 30, 2024, the 30-day statutory waiting period under the Competition Act (Canada) (the ?Competition Act?) expired with respect to the transaction contemplated by the Arrangement Agreement and on May 1, 2024 the parties received a no-action letter from the Commissioner of Competition informing the parties that he does not, at this time, intend to challenge the transaction. A special meeting of shareholders of Fusion will be held on May 29, 2024. Fusion Pharmaceuticals shareholders approved the transaction on May 29, 2024. The transaction is expected to close in the second quarter of 2024. As of May 7, 2024, the transaction is expected to close in the second quarter of 2024, subject to other customary closing conditions, including the approval of Fusion shareholders. As of May 31, 2024, Fusion Pharmaceuticals Inc. has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously announced statutory plan of arrangement.

Centerview Partners LLC acted as financial advisor and provided fairness opinion to Fusion. Mitchell Bloom, Stuart Cable, Blake Liggio, Sarah M. Bock and Amanda Gill of Goodwin Procter LLP acted as legal advisors to Fusion. Chad Bayne, Alex Gorka, Brett Anderson, David Davachi, Lynne Lacoursière, Shuli Rodal, Susan Newell, Steven Dickie and Alison Hayman of Osler, Hoskin & Harcourt LLP acted as legal advisors to Fusion. Sebastian L. Fain, Oliver J. Board, Vinita Kailasanath, Nicole Foster, Jordan Salzman, Claude Stansbury and Jeremiah Nelson, Kyle Lakin, Justin Stewart-Teitelbaum and Jenny Leahy, Laura Onken, Stephanie Brown Cripps, Aimen Mir and Colin Costello of Freshfields Bruckhaus Deringer US LLP acted as legal advisors to AstraZeneca. Cheryl Satin, Michael Gans and Markus Viirland of Blake, Cassels & Graydon LLP acted as legal advisors to AstraZeneca. Equiniti Trust Company, LLC acted as depository bank and transfer agent to Fusion Pharmaceuticals. Innisfree M&A Incorporated acted as proxy solicitor to Fusion Pharmaceuticals for a fee of $40,000. In connection with Centerview?s services as the financial advisor to the Board, Fusion has agreed to pay Centerview an aggregate fee of approximately $54 million, $1 million of which was payable upon the rendering of Centerview?s opinion and the remainder of which is payable contingent upon consummation of the transaction.

AstraZeneca AB completed the acquisition of Fusion Pharmaceuticals Inc. (NasdaqGS:FUSN) from a group of shareholders on June 4, 2024.