WILMINGTON, Del.– AstraZeneca is commencing today, through a subsidiary, a tender offer to purchase all outstanding shares of CinCor Pharma, Inc. (CinCor), for $26 per share in cash at closing, plus a non-tradable contingent value right of $10 per share in cash payable upon a specified regulatory submission for a baxdrostat product. On 9 January 2023, AstraZeneca announced that it had entered into a definitive agreement to acquire CinCor. Following the successful closing of the tender offer, CinCor will become a subsidiary of AstraZeneca.
AstraZeneca will file today with the U.S. Securities and Exchange Commission (the SEC) a tender offer statement on Schedule TO, which provides the terms of the tender offer. Additionally, CinCor will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of the CinCor board of directors that CinCor stockholders accept the tender offer and tender their shares.
The tender offer will expire at one minute past 11:59 p.m. Eastern Time, on 23 February 2023, unless extended or earlier terminated in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is subject to certain conditions, including the tender of shares representing at least one more than 50% of the total number of CinCor’s outstanding shares, receipt of applicable regulatory approvals, and other customary conditions. The transaction is expected to close in the first quarter of 2023.
