American Oncology Network’s Sale to Cencora

Cleary Gottlieb is representing a special committee of the board of directors of American Oncology Network Inc. (AON) in connection with its acquisition by Cencora Inc. (Cencora).

Cencora currently holds approximately 4% of the equity interests in AON and, under the terms of the transaction, has agreed to acquire all of the equity interests that it does not currently own.

The transaction signed on October 20, 2026, and values AON at an enterprise value of $2.4 billion, consisting of $2.3 billion at closing and contingent value rights (CVRs) of up to $100 million (with the CVRs payable by Cencora upon the satisfaction of certain conditions). The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory clearances and AON stockholder approvals.

AON is an alliance of physicians and seasoned healthcare leaders partnering to ensure the long-term success and viability of community oncology and other specialties. Founded in 2018, AON’s rapidly expanding network represents more than 350 providers practicing across 21 states. AON pioneers innovative healthcare solutions through its physician-led model, fostering value-based care that improves patient outcomes while reducing costs and expanding access to quality care.

Cencora is a leading global pharmaceutical solutions organization centered on improving the lives of people and animals around the world. Cencora partners with pharmaceutical innovators across the value chain to facilitate and optimize market access to therapies. Care providers depend on Cencora for the secure, reliable delivery of pharmaceuticals, healthcare products, and solutions.

For additional information, please see the press release.

The Cleary M&A team includes partners Matthew Salerno and Kyle Harris; senior attorney Isa Julson Barahona; associates Luke Swiderski, Nicholas Serensits, and Jiwon Kim; and law clerk Max Stern-Storch. Partner Julia Petty is advising on executive compensation and employee benefits matters. Partner Swift Edgar is advising on tax matters. Partners Jeremy Calsyn and Kenneth Reinker and associates Philip Andriole and Edward Chung are advising on antitrust matters.