Tokyo and Parsippany, New Jersey, July 11, 2023 - Astellas Pharma Inc. (TSE: 4503, President and CEO: Naoki Okamura, “Astellas”) today announced that it has successfully completed the acquisition of IVERIC bio, Inc. (NASDAQ: ISEE, CEO: Glenn P. Sblendorio, “Iveric Bio”) with respect to the announcement on April 30, 2023, through its indirect wholly-owned subsidiary Berry Merger Sub, Inc. (the “Acquisition”). The Acquisition was completed on July 11, 2023, US Eastern Time, as follows, and Iveric Bio has become Astellas’ wholly-owned subsidiary.
The completion of the Acquisition followed the satisfaction of all conditions, including approval by Iveric Bio’s shareholders at a special meeting of Iveric Bio’s shareholders held on July 6, 2023, US Eastern Time, and receipt of all necessary regulatory approvals. In connection with the Acquisition, shares of Iveric Bio’s common stock were delisted from NASDAQ.
“We are very pleased to welcome Iveric Bio and its highly experienced professionals in the ophthalmology field, as a member of Astellas,” said Naoki Okamura, President and CEO, Astellas. “By combining the capabilities of Astellas and Iveric Bio, we will potentially contribute to millions of patients around the world who are suffering from ophthalmologic diseases with fear of vision loss.”
“Today marks an exciting new chapter for Iveric Bio,” said Glenn P. Sblendorio, CEO, Iveric Bio. “We want to thank the outgoing Iveric board for their dedicated work over the years and most importantly, we greatly appreciate the support of the Iveric shareholders.”
“We believe that along with our colleagues at Astellas, we are well-positioned to become the leader in the development and commercialization of differentiated treatments for retinal diseases,” said Pravin U. Dugel, President, Iveric Bio. “We are excited about the opportunities that are before us as both companies combine existing strengths and prepare for the potential approval and launch of Avacincaptad Pegol for the treatment of Geographic Atrophy secondary to Age-Related Macular Degeneration, a devasting disease that leads to irreversible blindness.”
1. Conversion of target to subsidiary
（１）Reason for transfer
As a result of the Acquisition, Iveric Bio has become a consolidated subsidiary of Astellas.
（２）Outline of company converted into a subsidiary (prior to the acquisition)
| ①Company | IVERIC bio, Inc. | |||
| ②Address | 8 Sylvan Way Parsippany, NJ 07054, US | |||
| ③Representative’s Title and Name | CEO, Glenn P. Sblendorio | |||
| ④Business Description | R&D of pharmaceuticals | |||
| ⑤Stated Capital | US$ 137 thousand (as of December 31, 2022) | |||
| ⑥Consolidated Stockholders’ equity | US$ 534,657 thousand (as of December 31, 2022) | |||
| ⑦Year of Establishment | 2007 | |||
| ⑧Number of Shares Outstanding | 137,976,851 (as of May 30, 2023) | |||
| ⑨Relationship between Astellas and Iveric Bio | ||||
| Capital Relationship: | There is no capital relationship between Astellas and Iveric Bio required to be disclosed. | |||
| Personal Relationship: | There is no personal relationship between Astellas and Iveric Bio required to be disclosed. | |||
| Business Relationship: | There is no business relationship between Astellas and Iveric Bio required to be disclosed. | |||
| Status of A Related Party | Prior to the acquisition Iveric Bio was not an affiliated party of Astellas. | |||
| ⑩Iveric Bio’s consolidated operating results and consolidated financial position for the past three years(*) | ||||
| Accounting Period (in thousands except per share data) |
Fiscal year ended December, 2020 |
Fiscal year ended December, 2021 |
Fiscal year ended December, 2022 |
|
| Total Equity | 191,563 | 360,528 | 534,657 | |
| Total Assets | 216,754 | 389,358 | 666,823 | |
| Equity per share (US $) | 2.58 | 3.54 | 4.42 | |
| Revenue (**) | - | - | - | |
| Operating Loss | (88,736) | (114,757) | (189,906) | |
| Loss before taxes | (88,242) | (114,522) | (185,211) | |
| Net Loss | (84,547) | (114,522) | (185,211) | |
| Net Loss per share (US $) | (1.14) | (1.12) | (1.53) | |
| Dividend per share (US $) | - | - | - | |
* Excerpt from Iveric Bio’s Annual Report on Form 10-K filed by Iveric Bio with the SEC on March 1, 2023
** There were no sales since these were before the product launch
（３）Acquisition amount
US$40 per share, approximately US$5.9 billion in the aggregate
(Acquisition amount includes the full amount required to purchase all outstanding options and restricted stock units)
（４）Conversion date
July 11, 2023, U.S. Eastern Time
2. Prospects
Astellas is currently reviewing the impact that the completion of the transactions described above may have on its consolidated business forecast for the current fiscal year ending March 31, 2024 and will make any necessary disclosure in accordance with applicable requirements.
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