AstraZeneca AB entered into a definitive agreement to acquire Fusion Pharmaceuticals Inc. (NasdaqGS:FUSN) 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. The transaction is expected to close in the second quarter of 2024.

Centerview Partners LLC acted as financial advisor to Fusion. Mitchell Bloom, Stuart Cable, Blake Liggio and Amanda Gill of Goodwin Procter LLP acted as legal advisors to Fusion. Chad Bayne, Alex Gorka and Brett Anderson of Osler, Hoskin & Harcourt LLP acted as legal advisor to Fusion. Centerview Partners LLC acted as fairness opinion provider to Fusion. Sebastian L. Fain and Oliver J. Board 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.