February 24, 2023: “AstraZeneca announced the successful completion of the acquisition of CinCor Pharma, Inc. (CinCor), a US-based clinical-stage biopharmaceutical company, focused on developing novel treatments for resistant and uncontrolled hypertension as well as chronic kidney disease.
The acquisition bolsters AstraZeneca’s cardiorenal pipeline by adding baxdrostat (CIN-107), an aldosterone synthase inhibitor (ASI) for blood pressure lowering in treatment-resistant hypertension, to its cardiorenal portfolio.
Baxdrostat represents a potentially leading next-generation ASI as it is highly selective for aldosterone synthase and spares the cortisol pathway in humans.
The opportunity also brings the potential for combination with Farxiga and complements AstraZeneca’s strategy to provide added benefit across cardiorenal diseases, where there is a high unmet medical need.
The acquisition was completed through a tender offer to purchase all outstanding shares of CinCor for approximately $1.3bn upfront.
As part of the transaction, AstraZeneca acquired the cash and marketable securities on CinCor’s balance sheet, which totalled approximately $500 million as of the closing, excluding transaction-related expenses. Under the terms of the agreement, CinCor shareholders also received a non-tradable contingent value right, payable upon a specified regulatory submission of a baxdrostat product.
Combined, the upfront and contingent value payments represent, if achieved, a transaction value of approximately $1.8bn.
As of the expiration of the tender offer, 39,580,275 shares of CinCor were validly tendered and not validly withdrawn from the tender offer, representing approximately 86.3% of the outstanding shares of common stock of CinCor, and such shares have been accepted for payment in accordance with the terms of the tender offer.
CinCor’s shares will be delisted from the Nasdaq Stock Market, and CinCor will terminate its registration under the U.S. Securities Exchange Act of 1934 as soon as practicable following completion of the acquisition.
This announcement may include statements that are not statements of historical fact, or “forward-looking statements,” including with respect to AstraZeneca’s acquisition of CinCor.
Such forward-looking statements include, but are not limited to, AstraZeneca’s and CinCor’s beliefs and expectations and statements about the benefits sought to be achieved in AstraZeneca’s acquisition of CinCor, the potential effects of the acquisition on both AstraZeneca and CinCor, as well as the expected benefits and success of baxdrostat and any combination product.
These statements are based upon the current beliefs and expectations of AstraZeneca’s and CinCor’s management and are subject to significant risks and uncertainties.
There can be no guarantees that baxdrostat or any combination product will receive the necessary regulatory approvals or prove to be commercially successful if approved.
If underlying assumptions prove inaccurate or risks or uncertainties materialise, actual results may differ materially from those set forth in the forward-looking statements.
Risks and uncertainties include but are not limited to, the possibility that the milestone related to the contingent value right will not be achieved; general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of COVID-19; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; competition from other products; and challenges inherent in new product development, including obtaining regulatory approval.
Neither AstraZeneca nor CinCor undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law.
Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in AstraZeneca’s Annual Report on Form 20-F for the year ended 31 December 2022, CinCor’s Annual Report on Form 10-K for the year ended 31 December 2021 and CinCor’s Quarterly Reports on Form 10-Q for the three months ended 31 March 2022, 30 June 2022 and 30 September 2022, in each case as amended by any subsequent filings made with the SEC.