0000950170-24-068893.txt : 20240604
0000950170-24-068893.hdr.sgml : 20240604
20240604172647
ACCESSION NUMBER: 0000950170-24-068893
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240604
FILED AS OF DATE: 20240604
DATE AS OF CHANGE: 20240604
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Crowley John J
CENTRAL INDEX KEY: 0001587972
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39344
FILM NUMBER: 241019588
MAIL ADDRESS:
STREET 1: 251 BALLARDVALE STREET
CITY: WILMINGTON
STATE: MA
ZIP: 01887
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Fusion Pharmaceuticals Inc.
CENTRAL INDEX KEY: 0001805890
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 000000000
STATE OF INCORPORATION: Z4
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 270 LONGWOOD ROAD SOUTH
CITY: HAMILTON
STATE: A6
ZIP: L8P 0A6
BUSINESS PHONE: 289-799-0891
MAIL ADDRESS:
STREET 1: 270 LONGWOOD ROAD SOUTH
CITY: HAMILTON
STATE: A6
ZIP: L8P 0A6
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ownership.xml
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2024-06-04
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0001805890
Fusion Pharmaceuticals Inc.
FUSN
0001587972
Crowley John J
C/O FUSION PHARMACEUTICALS INC.
TWO INTERNATIONAL PLACE, SUITE 2310
BOSTON
MA
02110
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2024-06-04
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2024-06-04
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2024-06-04
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Pursuant to the Arrangement Agreement, dated as of March 18, 2024 (the "Arrangement Agreement"), by and among the Issuer, AstraZeneca AB, a public company with limited liability (Aktiebolag) incorporated under the laws of Sweden ("Parent") and 15863210 Canada Inc., a corporation formed under the Canada Business Corporations Act ("Purchaser"), Purchaser acquired all of the issued and outstanding common shares of the Issuer (collectively, the "Shares") effective as of 12:01 a.m. Toronto time on June 4, 2024 (the "Effective Time"). Following the Effective Time, each Share outstanding immediately prior to the Effective Time was assigned and transferred by the holder thereof to Purchaser in exchange for (i) US$21.00 in cash (the "Cash Consideration") plus (ii) one contingent value right (each, a "CVR") representing the contingent right to receive a cash payment equal to US$3.00, in each case subject to applicable tax withholdings and other source deductions.
Pursuant to the terms of the Arrangement Agreement, immediately following the Effective Time, each option to purchase Shares granted (each, an "Option") with an exercise price that is less than the Cash Consideration and outstanding immediately prior to the Effective Time, whether vested or unvested, was assigned, transferred and surrendered by the holder thereof to the Issuer and thereafter cancelled in consideration for (A) a cash payment by or on behalf of the Issuer equal to the number of Shares into which such Option is then exercisable multiplied by the amount, if any, by which the Cash Consideration exceeds the exercise price per Share of such Option and (B) one CVR with respect to each Share into which such Option is then exercisable, in each case subject to applicable tax withholdings and other source deductions.
Each restricted stock unit ("RSU") represents a contingent right to receive one Share.
Pursuant to the terms of the Arrangement Agreement, immediately following the Effective Time, each RSU, whether vested or unvested, was assigned, transferred and surrendered by the holder thereof to the Issuer and thereafter cancelled in consideration for, (i) if held by a Canadian Incentive Holder (as defined in the Arrangement Agreement), the number of Shares underlying such RSU and (ii) if held by a Non-Canadian Incentive Holder (as defined in the Arrangement Agreement), (A) a cash payment by or on behalf of the Issuer equal to the number of Shares underlying such RSU multiplied by the amount, if any, by the Cash Consideration and (B) one CVR with respect to each Share underlying such RSU, in each case subject to applicable tax withholdings and other source deductions.
/s/ Maria Stahl as Attorney-in-Fact for John Crowley
2024-06-04