Astellas US Holding, Inc. entered into a definitive agreement to acquire IVERIC bio, Inc. (NasdaqGS:ISEE) from BlackRock, Inc. (NYSE:BLK), Deep Track Capital, LP, The Vanguard Group, Inc. and others for $5.6 billion on April 28, 2023. Under the terms of the transaction, Astellas US Holding, Inc. will acquire 100% of the outstanding shares of Iveric Bio for $40 per share in cash, making IVERIC indirectly wholly-owned subsidiary of Astellas Pharma Inc. Transaction will be funded from bridge financing consists of newly procured funds from bank loans and issuing of commercial paper totaling approximately JPY 800 billion ($5.83 billion) and existing cash on hand. Upon termination of the Merger Agreement, under specified circumstances, IVERIC will be required to pay Astellas a termination fee of $222,370,000.

The transaction is subject to approval by Iveric Bio’s stockholders and other customary closing conditions, including receipt of required regulatory approvals; the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Boards of Directors of both IVERIC and Astellas have unanimously approved the transaction. The required waiting period under the HSR Act with respect to the transaction expired on June 23, 2023. The transaction is expected to close in the second quarter of Astellas’ fiscal year 2023 (third calendar quarter of 2023). Following IVERIC stockholder meeting scheduled on July 6, 2023, provided that the merger will be approved by the requisite affirmative vote of the stockholders and assuming the satisfaction of all other closing conditions at that time, the transaction is expected to close 3 business days thereafter on July 11, 2023. As of July 6, 2023, IVERIC shareholder approved the transaction.

J.P. Morgan Securities LLC, acting through its affiliate JPMorgan Securities Japan Co., Ltd., is acting as exclusive financial advisor to Astellas and Jonn Beeson and Ben Chouka of Jones Day acting as Astellas’ legal counsels. BofA Securities, Inc. and Centerview Partners LLC are serving as Iveric Bio’s exclusive financial advisors and Graham Robinson and Laura Knoll of Skadden, Arps, Slate, Meagher & Flom LLP serving as Iveric Bio’s legal counsels. Centerview Partners LLC and BofA Securities, Inc. acted as fairness opinion providers to the board of IVERIC. Innisfree M&A Incorporated acted as proxy solicitor to IVERIC bio. IVERIC bio will pay approximately $40,000, plus a success fee of $20,000 and expenses for the service. Computershare Trust Company, Inc acted as transfer agent to IVERIC bio. Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisor to Iveric Bio. IVERIC has agreed to pay BofA Securities for its services an aggregate fee of approximately $69 million, $2.0 million of which was payable upon the rendering of BofA Securities’ opinion and approximately $67 million of which is payable contingent upon consummation of the merger.

Astellas US Holding, Inc. completed the acquisition of IVERIC bio, Inc. (NasdaqGS:ISEE) from BlackRock, Inc. (NYSE:BLK), Deep Track Capital, LP, The Vanguard Group, Inc. and others on July 11, 2023. Upon closing of the transaction, each of the directors of IVERIC (Glenn P. Sblendorio, Pravin U. Dugel, Mark S. Blumenkranz, Axel Bolte, Adrienne L. Graves, Jane P. Henderson, Christine A. Miller and Calvin W. Roberts) resigned as a member of the board of directors of IVERIC. Mark Reisenauer became the sole director and the sole officer of IVERIC on closing of the transaction.