Freshfields Advising AstraZeneca on $1.1bn Icosavax Acquisition

Freshfields is advising AstraZeneca on its $1.1bn acquisition of Icosavax (Nasdaq: ICVX), a US-based, clinical-stage biopharmaceutical company focused on developing differentiated, high-potential vaccines using an innovative, virus-like particle (VLP) platform. AstraZeneca, through an acquisition subsidiary, will initiate a tender offer to acquire all of Icosavax’s outstanding shares for $15 per share in cash at closing plus a non-tradable contingent value right to receive up to $5 per share in cash payable upon achievement of specified milestones. The transaction is expected to close in the first quarter of 2024, subject to Icosavax shareholders tendering a sufficient number of shares, receipt of certain regulatory approvals, and satisfaction of other customary closing conditions.

The Freshfields team is led by M&A partner Sebastian L. Fain, counsel Oliver J. Board, senior associates Arash Ardalan and Kelsey MacElroy and associate Connor Smith. Partner Vinita Kailasanath, associates Sora Park, Jake A. Silvers and Madeleine Tavcar advised on life sciences matters; partner Nicole F. Foster, counsel Jordan Salzman and associate Lina Zhu advised on executive compensation and employee benefits matters; partners Mary Lehner, Jenny Leahy and Simon Priddis, counsel Laura Onken and associate Remony Vials advised on antitrust matters; partner Claude Stansbury and associate Hannah Golden advised on tax matters.