Gracell Biotech announces official merger with AstraZeneca Group
Friday, February 23, 2024
Gracell Biotech Group (Nasdaq: GRCL; "Graxil" or the "Company") is a A global, clinical-stage biopharmaceutical company dedicated to developing innovative cell therapies to treat cancer and autoimmune diseases. Today, the company announced that it has officially completed the previously announced merger agreement with AstraZeneca Group. Gracell Biotech, AstraZeneca Treasury Limited (the “Parent Company”) and Gray Wolf Merger Sub (the “Merger Subsidiary”) shall enter into a merger agreement in accordance with the relevant agreements and merger plans signed by them on December 23, 2023 (the “Merger Agreement”) The merger is completed on the terms and conditions. AstraZeneca Treasury Limited is a private limited company established under the laws of England and Wales. The Consolidated Subsidiary is an exempted limited liability company incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of the Parent Company. In this merger, the merged subsidiary merged with Gracell Biotech, and Gracell Biotech, as the surviving company, became a wholly-owned subsidiary of the parent company (the "Merger"). After the merger is completed, Gracell Biotech will no longer be a listed company, but will become a wholly-owned subsidiary of the parent company.
The Merger Agreement was approved by the Company's stockholders at a special meeting of stockholders on February 19, 2024, and pursuant to its terms, issuance and circulation of shares of par value $0.0001 per share prior to the effective time of the Merger (the "Effective Time") The Company's ordinary shares (hereinafter collectively referred to as "shares" or "shares") (other than (i) shares (including American Depositary Shares (hereinafter collectively referred to as "ADS"), with each ADS corresponding to 5 shares; (ii) shares held by Gracell Biotechnology Company or the depositary (as defined below) and reserved for issuance and distribution under the Company's equity incentive plan (in terms of the shares described in (i) and (ii), collectively the “Excluded Shares”); (iii) the shares represented by ADSs; (iv) and the shares described in the Cayman Islands Companies Law, as amended (“CICA”) Article 238 stipulates that the shares described in clause (iv) held by shareholders who have effectively exercised, failed to effectively revoke or otherwise lost the right to object to the merger are defined as "objection shares")), have is cancelled, and the corresponding value only represents the following interests: (1) each share corresponds to US$2.00 in non-interest-bearing cash; (2) each share corresponds to 1 contingent value interest ("CVR"), as specified in the CVR Agreement (as defined below) Each CVR shall be entitled to a non-interest-bearing cash contingent payment of $0.30 upon the achievement of milestones of and subject to it ("Milestones"), in each case subject to all applicable withholding taxes.
Each ADS issued and outstanding prior to the Effective Time (excluding ADSs representing Excluded Shares), together with the shares represented by such ADS, has been canceled and the corresponding value represents only the following interests: (1) 10.00 per ADS U.S. dollars of interest-free cash; (2) Each ADS corresponds to 5 CVRs. When the corresponding milestone is achieved, each CVR is entitled to receive a contingent payment of $0.30 in interest-free cash. In each case, it is subject to the merger agreement. ” as well as the terms and conditions set forth in the deposit agreement dated January 7, 2021 between the Company, BNY Mellon and all holders of ADSs issued on a daily basis under this agreement, subject to the payment of all applicable withholding taxes.
Each warrant for issued shares that has not been exercised before the effective time has been cancelled, and the corresponding value only represents the corresponding non-interest-bearing cash. The remaining unexercised portion of each warrant is equivalent to Black-Scholes' Value (that is, the underlying value of the warrant is equivalent to US$1.26618 per share).
The excluded shares have been canceled without payment of any consideration; the dissenting shares have been canceled and their original holders will be entitled to their fair value determined in accordance with Article 238 of CICA.
As of the Effective Time, each registered holder of shares, subscription shares and registered holders of ADSs entitled to receive the applicable Merger Consideration will receive a delivery letter describing how delivery of the Merger Consideration will be effected and instructing how Exit its certified warrants or ADSs in exchange for the applicable merger consideration. These letters of transmittal must be completed before such holders can receive the applicable merger consideration. Certified holders of ADSs should wait to receive a letter of delivery before withdrawing their ADSs. Holders of ADSs with a "street name" held by a broker, bank or other nominee, or registered holders of uncertified ADSs do not need to take any additional action to receive the applicable merger consideration and should report to their broker person, bank or other designee to respond to any questions regarding receipt of merger consideration.
The company also announced today that it has submitted relevant applications to suspend its ADSs trading on the Nasdaq Global Select Market ("Nasdaq") starting from February 22, 2024 (New York time). The Company has requested Nasdaq to file Form 25 with the U.S. Securities and Exchange Commission ("SEC") to notify the SEC that the Company will be delisting from Nasdaq. The delisting application will officially take effect 10 days after the submission of Form 25. The Company plans to file a Form 15 with the SEC to suspend its announcement obligations under the Securities Exchange Act of 1934, as amended, within approximately 10 days of filing the Form 25. The Company's obligation to file certain reports and forms with the SEC (including Form 20-F and Form 6-K) will be suspended as of the date the Form 15 is filed and will officially terminate upon the filing of the deregistration (90 days after the filing of the Form 25) unless the SEC Raise any objections.
About Grace Biotechnology
Gracell Biotechnology Group ("Grassil") is a global, clinical-stage biopharmaceutical company dedicated to discovering and developing breakthrough cell therapies for the treatment of cancer and autoimmune diseases. Leveraging its two groundbreaking technology platforms, FasTCAR and TruUCAR, and its SMART CART TM technology modules, Gracell is developing a rich product pipeline in clinical stages covering autologous and allogeneic cell therapies. These product candidates are expected to overcome the major industry problems that currently exist for CAR-T therapies, including bottlenecks such as long production times, poor product cell quality and high treatment costs, as well as the lack of long-term and efficient treatments for solid tumors and autoimmune diseases. . The core product BCMA/CD19 dual-target FasTCAR-T GC012F is currently in a series of clinical trials to explore its therapeutic effect on multiple myeloma, B-cell non-Hodgkin lymphoma and systemic lupus erythematosus. To learn more about GracellBio, please visit www.gracellbio.com and follow the LinkedIn account @GracellBio .
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain statements regarding future expectations, plans, prospects and other statements that are not historical facts within the meaning of the Private Securities Litigation Reform Act of 1995. "Forward-Looking Statements". These statements may, but do not necessarily, contain the following words and their corresponding negative forms or similar words: aim, anticipate, believe, estimate, anticipate, predict, intend, may, prospect, plan, potential, conjecture, plan, seek, may , should, will. Actual results may differ materially from forward-looking statements due to a variety of important factors, and there can be no assurance that any forward-looking statement will come true. These important factors include the factors mentioned in the "Risk Factors" chapter of Gracell Biotech's annual report on Form 20-F recently, as well as the potential risks, uncertainties and other important factors in Gracell Biotech's subsequent subsequent reports to the Securities and Exchange Commission. Discussion of factors. Any forward-looking statements in this statement reflect current expectations only, and Gracell does not undertake any obligation to publicly update or review any forward-looking statement, whether based on new information, future events or otherwise. Readers are cautioned not to rely on forward-looking statements after the date of this release.
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Gracell Biotechnologies Inc.
Industry: Health Care
Source: globenewswire.com
