Federated Hermes Files 13D on Fusion Pharmaceuticals
Ticker: FHI · Form: SC 13D · Filed: Mar 25, 2024 · CIK: 1056288
| Field | Detail |
|---|---|
| Company | Federated Hermes, Inc. (FHI) |
| Form Type | SC 13D |
| Filed Date | Mar 25, 2024 |
| Risk Level | medium |
| Pages | 16 |
| Reading Time | 19 min |
| Key Dollar Amounts | $58,501,851.58 |
| Sentiment | neutral |
Sentiment: neutral
Topics: ownership-filing, investment-management, biotech
TL;DR
**FEDERATED HERMES FILES 13D ON FUSION PHARMA - WATCH THIS SPACE**
AI Summary
Federated Hermes, Inc. has filed a Schedule 13D regarding its ownership in Fusion Pharmaceuticals Inc. as of March 25, 2024. Federated Hermes, Inc. is an investment advisor, while Fusion Pharmaceuticals Inc. is in the biological products sector. The filing indicates a change in the reporting person's holdings or intentions concerning Fusion Pharmaceuticals.
Why It Matters
This filing signals a significant stake or change in strategy by Federated Hermes concerning Fusion Pharmaceuticals, potentially impacting the latter's stock and future corporate actions.
Risk Assessment
Risk Level: medium — Schedule 13D filings often precede significant corporate events like mergers, acquisitions, or activist campaigns, introducing uncertainty.
Key Players & Entities
- FEDERATED HERMES, INC. (company) — Reporting Person
- Fusion Pharmaceuticals Inc. (company) — Subject Company
- STEPHEN VAN METER (person) — Chief Compliance Officer of Federated Hermes, Inc.
FAQ
What is the specific percentage of Fusion Pharmaceuticals Inc. shares owned by Federated Hermes, Inc. as of March 25, 2024?
The provided text does not specify the exact percentage of shares owned by Federated Hermes, Inc. as of March 25, 2024.
What was the previous name of Federated Hermes, Inc. and when did the name change occur?
Federated Hermes, Inc. was formerly known as FEDERATED INVESTORS INC /PA/, with a name change occurring on January 30, 2020.
What is the primary business of Fusion Pharmaceuticals Inc. according to the filing?
Fusion Pharmaceuticals Inc. is primarily involved in Biological Products (No Diagnostic Substances).
What is the CUSIP number for Fusion Pharmaceuticals Inc. common stock?
The CUSIP number for Fusion Pharmaceuticals Inc. common stock is 36118A100.
What is the filing date of this Schedule 13D?
The filing date of this Schedule 13D is March 25, 2024.
Filing Stats: 4,700 words · 19 min read · ~16 pages · Grade level 12.3 · Accepted 2024-03-25 17:29:36
Key Financial Figures
- $58,501,851.58 — ired for an aggregate purchase price of $58,501,851.58. Such acquisitions were made for invest
Filing Documents
- form.htm (SC 13D) — 175KB
- image_003.jpg (GRAPHIC) — 114KB
- image_004.jpg (GRAPHIC) — 116KB
- 0001623632-24-000428.txt ( ) — 493KB
SECURITY AND ISSUER
ITEM 1. SECURITY AND ISSUER to which this statement relates and the name and address of the principal executive offices of the issuer of such securities. This Schedule 13D relates to the common shares, no par value per share (the " Common Shares "), of Fusion Pharmaceuticals Inc. (the " Issuer "). The address of the principal executive offices of the Issuer is 270 Longwood Road South, Hamilton, ON, L8P 0A6.
IDENTITY AND BACKGROUND
ITEM 2. IDENTITY AND BACKGROUND If the person filing this statement or any person enumerated in Instruction C of this statement is a corporation, general partnership, limited partnership, syndicate or other group of persons, state its name, the state or other place of its organization, its principal business, the address of its principal office and the information required by (d) and (e) of this Item. If the person filing this statement or any person enumerated in Instruction C is a natural person, provide the information specified in (a) through (f) of this Item with respect to such person(s). (a) SEE ROW 1 OF COVER PAGES (b) FEDERATED HERMES TOWER, 1001 LIBERTY AVENUE, PITTSBURGH, PA 15222 (c) NOT APPLICABLE (d) NOT APPLICABLE (e) NOT APPLICABLE (f) SEE ROW 6 OF COVER PAGES This Schedule 13D is being filed by the following persons (each a " Reporting Person " and together the " Reporting Persons "): i) Federated Hermes, Inc. ("FHI") a Pennsylvania corporation ; ii) The Voting Shares Irrevocable Trust; iii) Thomas R. Donahue; iv) Ann C. Donahue; and v) J. Christopher Donahue. The principal business address of the Reporting Person is c/o Federated Hermes, Inc., Federated Hermes Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779. The principal business of FHI is to, through its subsidiaries, provide investment management directly and indirectly through various investment products to institutions, intermediaries and individual investors. Investment management services primarily consist of the management of equity, fixed income, multi-asset class, and cash management products. FHI, through its subsidiaries (each an " Advisory Subsidiary " and collectively the " Advisory Subsidiaries "), offers its investment products in a variety of accounts, including open-end and closed-end mutual funds, exchange-traded funds, collective investment trusts and separate accounts. The principal office and business address of FHI is Federated Hermes Tower, 1001 Lib
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of March 18, 2024, FHI, in its role as the parent of the Advisory Subsidiaries in the capacity as investment advisers to certain client accounts, held beneficial ownership of 10,716,153 shares acquired for an aggregate purchase price of $58,501,851.58. Such acquisitions were made for investment purposes with available funds of the applicable client accounts in the ordinary course of business of the Advisory Subsidiaries. Transactions made for investment purposes in the ordinary course of business of the Advisory Subsidiaries are undertaken solely for the benefit of the applicable client account and, other than with respect to the Managed Funds (as defined below), are independent from the matters described in Item 4 below. The share amounts included in this Item 3 do not include 95,000 shares owned by a registered investment company that is not considered a Managed Fund as defined in Item 4 below.
PURPOSE OF TRANSACTION
ITEM 4. PURPOSE OF TRANSACTION The shares of the Issuer were originally acquired separately by three open-end mutual funds advised by subsidiaries of FHI for investment in the ordinary course of business and not with the purpose nor with the effect of changing or influencing the control of the issuer. A Schedule 13G with respect to such acquisition has been previously filed. On March 18, 2024, the Issuer entered into a definitive arrangement agreement (the " Arrangement Agreement ") with AstraZeneca AB (the " Parent ") and 15863210 Canada Inc. (the " Purchaser ") pursuant to which the Purchaser will acquire all of the outstanding Common Stock of the Issuer (the " Arrangement "). In connection with the execution of the Arrangement Agreement, certain funds managed by subsidiaries of FHI that hold shares of the Issuer (such funds managed by subsidiaries of FHI, collectively, the " Managed Funds ") individually entered into separate voting and support agreement (the " Voting and Support Agreement ") with the Parent pursuant to which each of the Managed Funds agreed (i) to vote in favor of the Arrangement Agreement and the transactions contemplated thereby at a special meeting of the Issuer's shareholders held to approve the Arrangement Agreement and the Arrangement, (ii) to vote against any alternative acquisition proposal or other action that would delay the completion of the Arrangement and (iii) not to transfer its shares of Common Stock of the Issuer, subject to certain exceptions. The Voting and Support Agreements will terminate in certain circumstances, including upon the termination of the Arrangement Agreement in accordance with its terms. The foregoing description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting and Support Agreement, which is filed as Exhibit 2 hereto, and incorporated herein by reference.
INTEREST IN SECURITIES OF THE ISSUER
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER FEDERATED HERMES, INC. (a) Amount beneficially owned: 10,716,153 - 12.65% (b) Sole power to vote or to direct the vote -0- Shares power to vote or direct the vote -0- Sole power to dispose or to direct the disposition -0- Shared power to dispose or to direct the disposition -0- (c) Not applicable (d) Not applicable (e) Not applicable VOTING SHARES IRREVOCABLE TRUST (a) Amount beneficially owned: 10,716,153 - 12.65% (b) Sole power to vote or to direct the vote -0- Shares power to vote or direct the vote -0- Sole power to dispose or to direct the disposition -0- Shared power to dispose or to direct the disposition -0- (c) Not applicable (d) Not applicable (e) Not applicable THOMAS R. DONAHUE (a) Amount beneficially owned: 10,716,153 - 12.65% (b) Sole power to vote or to direct the vote -0- Shares power to vote or direct the vote -0- Sole power to dispose or to direct the disposition -0- Shared power to dispose or to direct the disposition -0- (c) Not applicable (d) Not applicable (e) Not applicable ANN C. DONAHUE (a) Amount beneficially owned: 10,716,153 - 12.65% (b) Sole power to vote or to direct the vote -0- Shares power to vote or direct the vote -0- Sole power to dispose or to direct the disposition -0- Shared power to dispose or to direct the disposition -0- (c) Not applicable (d) Not applicable (e) Not applicable J. CHRISTOPHER DONAHUE (a) Amount beneficially owned: 10,716,153 - 12.65% (b) Sole power to vote or to direct the vote -0- Shares power to vote or direct the vote -0- Sole power to dispose or to direct the disposition -0- Shared power to dispose or to direct the disposition -0- (c) Not applicable (d) Not applicable (e) Not applicable (a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on the number of shares of Common Stoc
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The information set forth in Item 4 is hereby incorporated herein by reference. Form of Voting and Support Agreement is attached and is incorporated herein by reference.
MATERIAL TO BE FILED AS EXHIBITS
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS SEE EXHIBITS 1 and 2 Attached SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 25, 2024 By: /s/J. Christopher Donahue Name/Title: J. Christopher Donahue, as President of Federated Hermes, Inc. By: /s/Thomas R. Donahue Name/Title Thomas R. Donahue, individually and as Trustee of Voting Shares Irrevocable Trust. By: /s/Ann C. Donahue Name/Title Ann C. Donahue, individually and as Trustee of Voting Shares Irrevocable Trust By: /s/J. Christopher Donahue Name/Title J. Christopher Donahue, individually and as Trustee of Voting Shares Irrevocable Trust The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Annex A
CLASSIFICATION OF REPORTING PERSONS
ITEM 6 CLASSIFICATION OF REPORTING PERSONS Identity and Classification of Each Reporting Person IDENTITY Citizenship Principal Occupation or Employment CLASSIFICATION UNDER ITEM 3 Federated Hermes Equity Funds (d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) Federated Hermes Insurance Series (d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) Federated Equity Management Company of Pennsylvania (e) Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 Federated Global Investment Management Corp. (e) Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 Federated Hermes, Inc. (g) parent Holding Company or control person, in accordance with Section 240.13d-1(b)(ii)(G) FII Holdings, Inc. (g) parent Holding Company or control person, in accordance with Section 240.13d-1(b)(ii)(G) Voting Shares Irrevocable Trust (g) parent Holding Company or control person, in accordance with Section 240.13d-1(b)(ii)(G) Thomas R. Donahue US CFO of FHI (g) parent Holding Company or control person, in accordance with Section 240.13d-1(b)(ii)(G) Ann C. Donahue US Trustee of the Irrevocable Voting Trust (g) parent Holding Company or control person, in accordance with Section 240.13d-1(b)(ii)(G) J. Christopher Donahue US CEO of FHI (g) parent Holding Company or control person, in accordance with Section 240.13d-1(b)(ii)(G) Federated Hermes, Inc. (the " Parent ") is filing this schedule 13D because it is the parent holding company of Federated Equity Management Company of Pennsylvania and Federated Global Investment Management Corp. (the " Investment Advisers "), which act as investment advisers to registered investment companies that own shares of common stock in FUSION PHARMACEUTICALS, INC. (the " Reported Securities "). The Investment Advisers are wholly owned subsidia