공시 • Feb 19
AstraZeneca PLC (LSE:AZN) completed the acquisition of Icosavax, Inc. (NasdaqGS:ICVX) from RA Capital Management, L.P., Qiming U.S. Healthcare Fund II, L.P., managed by Qiming Weichuang Venture Capital Management (Shanghai) Company Limited and others.
AstraZeneca PLC (LSE:AZN) entered into a non-binding offer to acquire Icosavax, Inc. (NasdaqGS:ICVX) from RA Capital Management, L.P., Qiming U.S. Healthcare Fund II, L.P., managed by Qiming Weichuang Venture Capital Management (Shanghai) Company Limited and others for $760 million on November 8, 2023. AstraZeneca PLC (LSE:AZN) entered into an agreement to acquire Icosavax, Inc. (NasdaqGS:ICVX) from RA Capital Management, L.P., Qiming U.S. Healthcare Fund II, L.P., managed by Qiming Weichuang Venture Capital Management (Shanghai) Company Limited and others for $760 million on December 11, 2023. Icosavax stockholders to receive $15 per share in cash at closing plus non-tradeable contingent value right of up to $5 per share in cash, payable upon achievement of specified regulatory and net sales milestones. Upon termination of the Merger Agreement under specified circumstances, the Icosavax will be required to pay AstraZeneca a termination fee of $27,230,000. The Merger Agreement also provides that AstraZeneca will be required to pay the Icosavax a reverse termination fee of $47,640,000 upon termination of the Merger Agreement under specified circumstances.
The closing of the tender offer is subject to certain conditions, including the tender of shares representing at least a majority of the total number of Icosavax’s outstanding shares, and other customary closing conditions and regulatory clearances. Upon the successful completion of the tender offer, a subsidiary of AstraZeneca will be merged with and into Icosavax and any remaining shares of common stock of Icosavax will be cancelled and converted into the right to receive the same consideration (including the contingent value right) per share payable in the tender offer. Subject to the satisfaction of the conditions in the merger agreement, the acquisition is expected to close in the first quarter of 2024. The Icosavax's Board of Directors (the Board) unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company and its stockholders and declared it advisable for the Company to enter into the Merger Agreement. As per filing on January 19, 2024 The closing of the tender offer remains subject to, among other conditions, the expiration or termination of the applicable waiting period under the HSR Act. As a result, AstraZeneca extending the tender offer, which was previously scheduled to expire at one minute after 11:59 p.m., New York City time, on January 26, 2024, until one minute after 11:59 p.m., New York City time, on February 16, 2024.
Daniel Rees, Matt Bush, Cheston Larson, Elizabeth Richards, Betty Pang ,Chad Jennings, Chris Hazuka, Jennifer Barry, Andrea Ramezan-Jackson, Holly Bauer, Amanda Reeves, Patrick English, Heather Deixler and Catherine Hein of Latham & Watkins LLP, Eveline Van Keymeulen of Latham & Watkins LLP (Paris) acted as legal advisors and Centerview Partners LLC acted as financial advisor and fairness opinion to Icosavax. Sebastian L. Fain, Oliver J. Board, Nicole F. Foster, Jordan Salzman, Mary Lehner, Jenny Leahy, Simon Priddis, Laura Onken and Claude Stansbury of Freshfields acted as legal advisor to AstraZeneca. Stuart Cable, James Matarese and Blake Liggio of Goodwin Procter advised Centerview Partners LLC. In connection with Centerview’s services as the financial advisor to the Icosavax Board, Icosavax has agreed to pay Centerview an aggregate fee of approximately $21 million, $1.5 million of which was payable upon the rendering of Centerview’s opinion and approximately $19.5 million of which is payable contingent upon consummation of the Transaction. Equiniti Trust Company acted as depositary for AstraZeneca. Innisfree M&A Incorporated acted as information agent for Icosavax.
AstraZeneca PLC (LSE:AZN) completed the acquisition of Icosavax, Inc. (NasdaqGS:ICVX) from RA Capital Management, L.P., Qiming U.S. Healthcare Fund II, L.P., managed by Qiming Weichuang Venture Capital Management (Shanghai) Company Limited and others on February 19, 2024. The acquisition was completed through a tender offer to purchase all outstanding shares of Icosavax for a price of $15.00 per share in cash up front, plus a non-tradable contingent value right for up to $5.00 per share in cash, payable upon achievement of a specified regulatory milestone and a specified sales milestone, which was followed by a statutory merger through which all shares of Icosavax stock that had not been validly tendered were converted into the right to receive the same consideration. As of the expiration of the tender offer, 35,912,932 shares of Icosavax were validly tendered and not validly withdrawn from the tender offer, representing approximately 70.7% of the outstanding shares of common stock of Icosavax, and such shares have been accepted for payment and will be paid for promptly in accordance with the terms of the tender offer. Icosavax shares will be delisted from the Nasdaq Stock Market, and Icosavax will terminate its registration under the U.S. Securities Exchange Act of 1934. As a result of the acquisition, Icosavax has become a subsidiary of AstraZeneca, with operations in Seattle, US.