As previously disclosed, on March 18, 2024, Fusion Pharmaceuticals Inc. (“Fusion”), a corporation formed under the Canada Business Corporations Act (the “CBCA”) entered into a definitive arrangement agreement (the “Arrangement Agreement”) with AstraZeneca AB, a public company with limited liability (Aktiebolag) incorporated under the laws of Sweden (“Parent”) and 15863210 Canada Inc., a corporation formed under the CBCA (“Purchaser”), under which Purchaser will acquire all of the issued and outstanding common shares of Fusion by way of a plan of arrangement under the CBCA (the “Arrangement”).
The initial 45-day review period under the Investment Canada Act during which the Minister of Innovation, Science and Industry may notify the investor of whether an order for national security review has been issued or may be issued (“Notice”) with respect to the transaction contemplated by the Arrangement Agreement (the “Transaction”) lapsed at the end of the day on May 9, 2024 without the Parent or Purchaser receiving such a Notice. By way of letter dated April 9, 2024, Purchaser previously received notice that the Transaction is not reviewable under Part IV of the Investment Canada Act.
The expiration of the initial 45-day review period under the Investment Canada Act without receipt of a Notice satisfies one of the conditions to the closing of the Arrangement Agreement, which remains subject to other customary closing conditions, including receipt of approval of Fusion’s shareholders (the “Shareholders”). The regulatory conditions to the closing of the Arrangement have been satisfied or waived.
Cautionary Note Regarding Forward-Looking Statements
To the extent any statements made in this report contain information that is not historical, these statements are forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and forward-looking information under Canadian securities law (collectively, “forward-looking statements”). Certain statements in this report may constitute forward-looking statements, which reflect the expectations of Fusion’s management regarding the business prospects and opportunities of Fusion and the Arrangement. The use of words such as “may,” “will,” “could,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “seeks,” “endeavor,” “potential,” “continue” or the negative of such words or other similar expressions can be used to identify forward-looking statements. More particularly and without limitation, this report contains forward-looking statements and information regarding whether the Arrangement will be completed, whether the CVR Agreement (as defined in the Arrangement Agreement) will be entered into, the anticipated benefits of the Arrangement for Fusion and its Shareholders, and whether the Milestone under the CVR Agreement will be achieved.
Fusion’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors including but not limited to risks related to the satisfaction or waiver of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory, court and Fusion’s shareholder approvals) in the anticipated timeframe or at all, including the possibility that the Arrangement does not close; the response of business partners and competitors to the announcement of the Arrangement, and/or potential difficulties in employee retention as a result of the announcement and pendency of the Arrangement; significant transaction costs; the failure to realize the expected benefits of the Arrangement; risks associated with the disruption of management’s attention from ongoing business operations due to the Arrangement; and unknown liabilities and the risk of litigation and/or regulatory actions related to the Arrangement. Please also refer to the factors discussed under “Risk Factors” and “Special Note Regarding Forward-looking Information” in Fusion’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities Exchange Commission (“SEC”) on March 20, 2024 and Fusion’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 filed with the SEC on May 7, 2024, each as updated by Fusion’s continuous disclosure filings, which are available at www.sec.gov and at www.sedarplus.com.
Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not or the times at or by which such performance or results will be achieved. All forward-looking statements herein are qualified in their entirety by its cautionary statement and are made as of the date of this document. Fusion disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by law.
Additional Information about the Arrangement and Where to Find It
This current report is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction, nor shall there by any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This communication has been prepared in respect of the transaction involving Fusion, Parent and Purchaser pursuant to the terms of the Arrangement Agreement, and may be deemed to be soliciting material relating to the transaction. In connection with the transaction, Fusion has filed a management information circular and proxy statement on Schedule 14A relating to a
