Astrazeneca Finance And Holdings Inc. entered into an Agreement and Plan of Merger to acquire CinCor Pharma, Inc. (NasdaqGM:CINC) from a group of shareholders for $1.1 billion on January 8, 2023. Under the terms of the merger agreement, AstraZeneca is obligated to initiate a tender offer by January 23, 2023 to acquire all of CinCor's outstanding shares for a price of $26.00 per share in cash at closing plus a non-tradable contingent value right of $10.00 per share in cash payable upon a specified regulatory submission of a baxdrostat product. In case of termination under certain circumstances, CinCor will be required to pay a termination fee of an amount in cash equal to $37,770,000.

The closing of the tender offer is subject to certain conditions, including the tender of shares of CinCor common stock representing at least a majority of the total number of CinCor's outstanding shares, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions. CinCor's Board of Directors has unanimously approved the transaction. The board of directors of Astrazeneca have approved this Agreement. CinCor stockholders holding approximately 44.8% of CinCor common stock have entered into a tender and support agreement with AstraZeneca, pursuant to which such stockholders have agreed, among other things, to tender 100% of their shares of CinCor common stock in the tender offer, subject to the terms and conditions of such agreement. Supporting shareholders are Sofinnova Venture Partners X, L.P., Sofinnova Capital IX, 5AM Ventures VI, L.P., 5AM Opportunities I, L.P., 5AM Opportunities II, L.P. and General Atlantic (CIN), L.P. The acquisition is expected to close in the first quarter of 2023. Tender offer commenced on January 23, 2023, and 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 waiting period under the HSR Act expired on February 22, 2023.

Centerview Partners LLC is acting as exclusive financial advisor and Rama Padmanabhan, Rowook Park, Div Gupta, Sarah Sellers, Ali Murata, Christophe Beauduin, Amy Hallman, Matt Silverman, Howard Morse, Sharon Connaughton, Natasha Leskovsek, Philip Mitchell, Charity R. Williams, Elizabeth Lewis, Mark Windfeld-Hansen, Karen Tsai, Heidi Erlacher, Ryan Sansom, Stephanie Gentile, Sarah Lightdale, Aric H. Wu, Chris Kimball, Nyron persaud, Helen connolly, Stella Sarma, Stacey Bradford, Christine Graham and Dillon Martinson of Cooley LLP acting as legal advisors to CinCor. Centerview Partners LLC acted as fairness opinion provider to the board of CinCor. Michael Riella, Robert Newman, Megan E. Woodford, James R. Dean, James Marshall, Amy L. Toro, Melody Wu, Marie A. Lavalleye, Guy Dingley, Ansgar A. Simon, Michael K. Stern, Robin Blaney, Mark P. Gimbel and Heather G. Haberl of Covington & Burling LLP acted as legal advisors to AstraZeneca Finance and Holdings Inc. Graham Robinson and Laura P. Knoll of Skadden represented Centerview Partners LLC as financial advisor to CinCor Pharma, Inc. American Stock Transfer & Trust Company, LLC acted as depositary and transfer agent to CinCor. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to General Atlantic Service Company, L.P. in the transaction. AstraZeneca has retained Innisfree M&A Incorporated to be the Information Agent and American Stock Transfer & Trust Company, LLC, to be the Depositary in connection with the Offer.

Astrazeneca Finance And Holdings Inc. completed the acquisition of CinCor Pharma, Inc. (NasdaqGM:CINC) from a group of shareholders on February 23, 2023. As of the Expiration Time, a sufficient number of Shares were validly tendered and not validly withdrawn such that the minimum tender condition to the Offer was satisfied. Each condition to the Offer was satisfied or waived. At the effective time of the merger, each Share (other than (i) Shares held by CinCor Pharma (ii) Shares held by AstraZeneca Finance and Holdings (iii) Shares irrevocably accepted for purchase in the Offer and (iv) Shares held by stockholders of CinCor who properly exercised and perfected their statutory rights of appraisal under the DGCL) was automatically converted into the right to receive the Offer Price. Pursuant to the terms of the merger agreement, at the Effective Time, the directors of AstraZeneca as of immediately prior to the Effective Time, which consisted of David E. White and Kevin Durning, became the directors of CinCor, and the officers of AstraZeneca as of immediately prior to the Effective Time became the officers of AstraZeneca