The M&A team advised Centerview Partners in its role as exclusive financial advisor to Icosavax in connection with its definitive agreement in which AstraZeneca, through an acquisition subsidiary, will initiate a tender offer to acquire all of Icosavax’s outstanding shares for a price of $15.00 per share in cash at closing, plus a non-tradable contingent value right to receive up to $5.00 in cash, payable upon achievement of specified regulatory and net sales milestones.
The upfront cash portion of the consideration represents an equity value of approximately $838 million and a 43% premium over Icosavax’s closing market price on December 11, 2023, and a 73% premium to Icosavax’s volume-weighted average price for the preceding 60 trading days. Combined, the upfront and maximum potential contingent value payments represent, if achieved, an equity value of approximately $1.1 billion and a 91% premium over Icosavax’s closing market price on December 11, 2023, and a 130% premium to Icosavax’s volume-weighted average price for the preceding 60 trading days.
The closing of the tender offer is subject to certain conditions, including the tender of shares representing at least a majority of the total number of Icosavax’s outstanding shares, and other customary closing conditions and regulatory clearances. Upon the successful completion of the tender offer, a subsidiary of AstraZeneca will be merged with and into Icosavax and any remaining shares of common stock of Icosavax will be cancelled and converted into the right to receive the same consideration (including the contingent value right) per share payable in the tender offer. Subject to the satisfaction of the conditions in the merger agreement, the acquisition is expected to close in the first quarter of 2024.
Centerview Partners, based in New York and with offices in London, Paris, San Francisco and Menlo Park, operates an international investment banking advisory practice across all sectors, specializing in independent advice and other client services capitalizing on the experience of its principals. Since its founding in 2006, the firm has advised clients on over $3 trillion in transactions.
The Goodwin team was led by Stuart Cable, James Matarese and Blake Liggio.
For additional details on the acquisition, please read the press release.