AstraZeneca To Buy US-based Icosavax In Around $1.1 Bln Deal

British drug major AstraZeneca Plc. (AZN.L,AZN) announced Tuesday that it has entered into a definitive agreement to acquire Icosavax, Inc. (ICVX), a US-based clinical-stage biopharmaceutical company, for a transaction value of around $1.1 billion.

Under the deal terms, AstraZeneca, through a subsidiary, will initiate a tender offer to acquire Icosavax shares for $15.00 per share in cash at closing. The deal also includes a non-tradable contingent value right for up to $5 per share in cash payable upon achievement of a specified regulatory milestone and a sales milestone.

The upfront cash portion of the payment represents a transaction value of around $0.8 billion. This represents a 43% premium to Icosavax’s closing market price on December 11 and a 73% premium to the 60-day volume-weighted average price of $8.68 before the announcement.

The deal value would be around $1.1 billion on a combined basis, including the upfront and maximum potential contingent value payments, if achieved. The combined value represents a 91% premium to Icosavax’s closing market price on December 11 and a 130% premium to the 60-day VWAP.

As part of the transaction, AstraZeneca will acquire the cash and marketable securities on Icosavax’s balance sheet, which totaled $229 million as of September 30.

Icosavax is focused on vaccines using an innovative, protein virus-like particle or VLP platform. Icosavax’s lead investigational vaccine candidate is IVX-A12, a potential first-in- class, Phase III-ready, combination protein VLP vaccine which targets both RSV and human metapneumovirus or hMPV.

AstraZeneca expects the proposed acquisition will build on its expertise in respiratory syncytial virus or RSV, strengthening its Vaccines & Immune Therapies late-stage pipeline.

Iskra Reic, Executive Vice President, Vaccines & Immune Therapies, AstraZeneca, said, “This virus-like particle vaccine technology has the potential to transform prevention against severe infectious diseases, including RSV and hMPV. With the addition of Icosavax’s Phase III-ready lead asset to our late-stage pipeline, we will have a differentiated, advanced investigational vaccine, and a platform for further development of combination vaccines against respiratory viruses.”

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