The acquisition is a significant step in AstraZeneca’s strategy to transform cancer treatment by offering more targeted therapies as alternatives to traditional treatments like chemotherapy and radiotherapy.
RCs, which have gained attention as a promising cancer treatment modality, work by delivering radioactive isotopes directly to cancer cells.
This targeting is achieved through molecules such as antibodies, peptides, or small molecules, potentially minimising damage to healthy cells and reaching tumours inaccessible through external beam radiation.
The acquisition notably includes Fusion’s most advanced programme, FPI-2265, a potential treatment for metastatic castration-resistant prostate cancer (mCRPC) that is currently in a Phase II trial.
FPI-2265 targets the prostate-specific membrane antigen (PSMA), which is highly expressed in mCRPC.
AstraZeneca’s acquisition of Fusion not only adds to its leading oncology portfolio but also brings new expertise in actinium-based RCs, along with research and development, manufacturing, and supply chain capabilities.
The move also reinforces AstraZeneca’s commitment to Canada, with Fusion set to become a wholly owned subsidiary, maintaining operations in Canada and the US.
Under the acquisition terms, AstraZeneca will purchase all outstanding shares of Fusion for $21.00 per share in cash at closing, plus a non-transferable contingent value right of $3.00 per share payable upon reaching a specified regulatory milestone.
The upfront cash transaction is valued at approximately $2bn, which is a 97% premium over Fusion’s closing market price on 18 March 2024, and an 85% premium to the 30-day volume-weighted average price (VWAP) of $11.37 prior to the announcement.
If the upfront and maximum potential contingent value payments are realised, the transaction value could reach approximately $2.4bn. This represents a 126% premium to Fusion’s closing market price on 18 March 2024, and a 111% premium to the 30-day VWAP.
In addition, AstraZeneca will acquire Fusion’s cash, cash equivalents, and short-term investments, which totalled $234m as of 31 December 2023.
AstraZeneca executive vice president for oncology R&D Susan Galbraith said: “Between thirty and fifty per cent of patients with cancer today receive radiotherapy at some point during treatment, and the acquisition of Fusion furthers our ambition to transform this aspect of care with next-generation radioconjugates.
“Together with Fusion, we have an opportunity to accelerate the development of FPI-2265 as a potential new treatment for prostate cancer, and to harness their innovative actinium-based platform to develop radioconjugates as foundational regimens.”
Fusion CEO John Valliant said: “This acquisition combines Fusion’s expertise and capabilities in radioconjugates, including our industry-leading radiopharmaceutical R&D, pipeline, manufacturing and actinium-225 supply chain, with AstraZeneca’s leadership in small molecules and biologics engineering to develop novel radioconjugates.
“Expanding on our existing collaboration with AstraZeneca where we have advanced FPI-2068, an EGFR-cMET targeted radioconjugate into Phase I clinical trials, gives us a unique opportunity to accelerate the development of next-generation radioconjugates with the aim of transforming patient outcomes.”
The deal is expected to close in the second quarter of 2024, subject to customary closing conditions, including the approval of Fusion shareholders and regulatory authorities.
Earlier this month, the European Medicines Agency (EMA) has validated two marketing authorization applications (MAAs) for Daiichi Sankyo and AstraZeneca’s datopotamab deruxtecan (Dato-DXd) for two types of cancer.