AstraZeneca has completed its acquisition of Icosavax, a Seattle, Washington-based clinical-stage vaccines company using a protein virus-like particle (VLP) platform, for $1.1 billion ($838 million at closing plus potential contingent value payments). The acquisition was announced in December 2023. 

Icosavax’s lead investigational vaccine candidate, IVX-A12, is a combination vaccine in Phase II development for targeting both respiratory syncytial virus (RSV) and human metapneumovirus (hMPV). Icosavax’s VLP platform incorporates antigen-design capabilities and technology to enable multivalent, particle-based display of viral antigens, which it believes will induce broad, robust, and durable protection against the specific viruses targeted. Its pipeline includes additional candidates that provide optionality as potential components of future combination and pan-respiratory vaccines, including influenza and SARS-CoV-2. Icosavax was formed in 2017 to advance VLP technology from the Institute for Protein Design at the University of Washington   

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 upfront, 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. 

Combined, the upfront and contingent value rights payments, if achieved, represent a transaction value of approximately $1.1 billion. As of the expiration of the tender offer, 35,912,932 shares of Icosavax were validly tendered and not validly withdrawn from the tender offer, representing approximately 70.7% of the outstanding shares of common stock of Icosavax, and such shares have been accepted for payment and will be paid in accordance with the terms of the tender offer.

Source: AstraZeneca