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AstraZeneca Completes Acquisitions of Gracell and Icosavax

23.02.2024 - Within a few days, Anglo-Swedish drugmaker AstraZeneca has completed the acquisitions of Gracell Biotechnologies and Icosavax. Both transactions were announced in December 2023.

Gracell, a Chinese developer of cell therapies for the treatment of cancer and autoimmune diseases, will operate as a wholly owned subsidiary of AstraZeneca, with operations in China and the US.

With the acquisition of Cracell, AstraZeneca enriches its pipeline of cell therapies with GC012F, a novel, clinical-stage FasTCAR-enabled BCMA and CD19 dual-targeting autologous chimeric antigen receptor T-cell (CAR-T) therapy, a potential new treatment for multiple myeloma, as well as other haematologic malignancies and autoimmune diseases including systemic lupus erythematosus (SLE).

Under the terms of the definitive agreement, AstraZeneca has acquired all of Gracell’s fully diluted share capital (including shares represented by ADSs) through a merger for a price of $2.00 per ordinary share in cash at closing (equivalent to $10.00 per ADS of Gracell) plus a non-tradable contingent value right of $0.30 per ordinary share (equivalent to $1.50 per ADS of Gracell) in cash payable upon achievement of a specified regulatory milestone.

The upfront cash portion of the consideration represents a transaction value of approximately $1.0 billion. Combined, the upfront and potential contingent value payments represent, if achieved, a transaction value of approximately $1.2 billion, AstraZeneca said.

Icosavax, a US biopharmaceutical company based in Seattle, was acquired by AstraZeneca in a deal worth up to $1.1 billion. As a result of the acquisition, Icosavax has become a subsidiary of AstraZeneca, with operations in Seattle, US. The company focuses on the development of differentiated vaccines with high potential using an innovative virus-like protein (VLP) particle platform.

With this acquisition AstraZeneca will strengthen its Vaccines & Immune Therapies late-stage pipeline with Icosavax’s lead investigational vaccine candidate, IVX-A12. IVX-A12 is a potential first-in-class, Phase III-ready, combination protein VLP vaccine which targets both RSV and human metapneumovirus (hMPV).

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.