Astellas US Holding, Inc. entered into a definitive agreement to acquire Audentes Therapeutics, Inc. (NasdaqGM:BOLD) for $2.8 billion on December 2, 2019. Astellas will commence a tender offer for all outstanding shares of common stock of Audentes, for a price of $60 per share in cash. The all-cash transaction is valued at approximately $3 billion including the purchase of all common shares, options, restricted stock units and other securities. The acquisition amount will be financed utilizing existing loan facilities as bridge finance. Audentes will operate as an independent subsidiary of Astellas. Upon termination, Audentes will be required to pay Astellas a termination fee of $104.1 million. Upon closing, Natalie Holles, Audentes’ President and Chief Operating Officer, will serve as the President and Chief Executive Officer of Audentes, Matthew R. Patterson, Audentes’ Chief Executive Officer and Chairman, will continue in an advisory capacity and Thomas Soloway, Audentes’ Executive Vice President and Chief Financial Officer, and will serve as the Audentes’ Executive Vice President and Chief Financial Officer. Audentes expect the majority of its Executive Team will remain in place and report to Natalie. After the closing, Audentes will continue its operations in its current locations within Astellas. Consummation of the transaction is subject to customary closing conditions, including US antitrust clearance, regulatory approval and the tender of a majority of Audentes' outstanding shares of common stock. The agreement, has been unanimously approved by the Boards of Directors of both Astellas Pharma Inc. (TSE:4503), parent of Astellas US Holding and Audentes. The Boards of Directors of Audentes has resolved to recommend that Audentes stockholders tender their shares to Astellas. The tender offer period is expected to commence in the next few weeks and to expire 20 business days after its commencement, unless otherwise extended. If the tender offer conditions are not satisfied, Astellas may be required to extend the tender offer under certain circumstances. On December 23, 2019, the parties received early termination of the waiting period applicable to the transaction under the HSR Act. The tender offer commenced on December 16, 2019 and will expire on January 14, 2020. Morgan Stanley & Co. LLC, acting through its affiliate Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., acted as exclusive financial advisor while Catherine J. Dargan and Denny Kwon of Covington & Burling LLP acted as legal advisors to Astellas. Mark Robinson and Josh Thornton of Centerview Partners LLC acted as exclusive financial advisor and fairness opinion provider while Effie Toshav, Douglas N. Cogen, David K. Michaels, Stefano Quintini, Amanda Rose, Nicolas H.R. Dumont, Jared Leung, Karin Hjorth, Matthew Cantor, Gerald Audant, Brandon Cheung, Mark Ostrau and William Skinner of Fenwick & West LLP acted as its legal advisors to Audentes. D.F. King is acting as the information agent and American Stock Transfer & Trust Company, LLC is acting as the depository agent for Astellas US Holding. Audentes has agreed to pay Centerview an aggregate fee of approximately $44.6 million, $2 million of which was payable upon the rendering of Centerview’s opinion and approximately $42.6 million of which is payable contingent upon consummation of the transaction. Astellas US Holding, Inc. completed the acquisition of Audentes Therapeutics, Inc. (NasdaqGM:BOLD) on January 14, 2020. The Shares are expected to cease to trade on Nasdaq prior to the opening of business on January 15, 2020, and will be delisted from Nasdaq and deregistered under the Exchange Act.