Freshfields, Goodwin lead on AstraZeneca’s $2bn acquisition of Fusion Pharma

Deal second this month to see Freshfields advise acquisitive AstraZeneca

Freshfields is acting for AstraZeneca on its $2bn cash acquisition of cancer drugmaker Fusion Pharmaceuticals, which is being repped by Goodwin Procter.  

The deal is the latest that has seen Freshfields called in to advise AstraZeneca, including its $1bn acquisition of Amolyt Pharma, announced last week, as the Anglo-Swedish drugmaker strengthens its portfolio of new medicines.  

AstraZeneca said the Fusion acquisition would bring new expertise, R&D, manufacturing and supply chain capabilities to its cancer portfolio and strengthen its presence in Canada.

Fusion is developing “next-generation” radioconjugates, which deliver a radioactive isotope directly to cancer cells through precise targeting and have emerged as a new type of cancer treatment in recent years.  

AstraZeneca will pay $21 per Fusion share, or $2bn in cash upfront, a 97% premium on the US-listed company’s closing price on Monday. It will also pay $3 per share in cash depending on a “regulatory milestone” being achieved, potentially giving the deal a transaction value of around $2.4bn.  

The Freshfields team acting for AstraZeneca is led by New York-based M&A partner Sebastian Fain. Also working on the deal are partners Vinita Kailasanath (life sciences); Nicole Foster (executive compensation and benefits); Claude Stansbury (tax); Kyle Lakin (finance); Justin Stewart-Teitelbaum and Jenny Leahy (both competition); Stephanie Brown Cripps (sanctions and regulatory compliance); and Aimen Mir (foreign investment and national security). Blake Cassels & Graydon is advising on Canadian law matters. 

Fain is also leading the Freshfields team working on the Amolyt deal, as well as AstraZeneca’s $1.2bn purchase of Chinese cancer therapy firm Gracell and $1.1bn purchase of US vaccine maker Icosavax, announced in January and last December respectively.  

Freshfield’s work for AstraZeneca helped propel it to seventh place in the London Stock Exchange Group’s global M&A legal advisor rankings by deal value in 2023, making it the highest-ranked non-US firm. Over the course of the year the firm worked on 238 deals worth $278.3bn.

Back in 2020 a global Freshfields team also represented AstraZeneca in the $39bn acquisition of Alexion Pharmaceuticals, which proved to be the largest acquisition of a US target and largest acquisition financing of the year. Two years later Freshfields counseled Alexion on its $68m purchase of rare diseases specialist LogicBio, with the team again led by Fain, who joined the firm in 2018 as a counsel from Wachtell.  

Meantime, the Goodwin team acting for Fusion included firm head of M&A Stuart Cable alongside partners Blake Liggio (real estate M&A), Sarah Bock (executive compensation) and Amanda Gill (public M&A/corporate governance) and corporate associate Stephanie Isaia. Osler Hoskin & Harcourt is advising on Canadian law matters. 

Goodwin topped LSEG’s legal advisor rankings by number of deals for the third consecutive year in 2023, advising on 879 transactions worth just over $124bn.  

The transaction is expected to close in the second quarter of 2024. 

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