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Fusion Pharmaceuticals Inc. (NASDAQ:FUSN), a clinical-stage oncology company focused on developing next-generation radioconjucates (RCs) as precision medicines, today announced that it has filed and is in the process of mailing the management information circular and proxy statement (the "Circular") and related materials for the special meeting (the "Meeting") of Fusion's shareholders (the "Shareholders") to approve the previously announced arrangement with AstraZeneca plc ("AstraZeneca") under the Canada Business Corporations Act (the "Arrangement").
Under the terms of the Arrangement, AstraZeneca, through a subsidiary, will acquire all of Fusion's outstanding shares for a price of US$21.00 per share in cash at closing plus a non-transferable contingent value right (CVR) representing the contingent right to receive US$3.00 per share in cash payable upon the achievement of a specified regulatory milestone, pursuant and subject to the terms and conditions of a contingent value rights agreement.
The Arrangement is subject to approval by the affirmative vote of (i) not less than 66⅔% of the votes cast by the Shareholders, present in person or represented by proxy at the Meeting, each being entitled to one vote per share, and (ii) a majority of the votes cast by the Shareholders present in person or represented by proxy at the Meeting, each being entitled to one vote per share after excluding the votes of those persons whose votes are required to be excluded in accordance with Multilateral Instrument 61-101 of the Canadian Securities Administrators (the "CSA").
Interim Order
Fusion also announced today that the Ontario Superior Court of Justice (Commercial List) (the "Court") has issued an interim order in connection with the Arrangement authorizing various matters, including the holding of the Meeting and the mailing of the Circular.
