Gracell Biotechnologies Announces Shareholder Approval of Merger Agreement with AstraZeneca

Feb 21, 2024 08:46 CST Updated 08:46

Gracell

Cell and Gene Therapy Developer

AstraZeneca

Biopharmaceutical Manufacturer

On February 20, 2024, Gracell Biotechnologies Group (NASDAQ: GRCL; referred to as "Gracell Bio" or the "Company") announced that at the Extraordinary General Meeting of Shareholders ("EGM") held on February 19, 2024, a proposal was passed by shareholder vote approving and authorizing the Company to formally execute, deliver, and perform the previously announced proposed merger agreement dated December 23, 2023 ("Merger Agreement"). The Merger Agreement requires AstraZeneca Treasury Limited, a private limited company incorporated under the laws of England and Wales ("Parent"), and Grey Wolf Merger Sub, an exempted limited liability company incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ("Merger Sub"), to submit a plan of merger ("Plan of Merger") to the Registrar of Companies in the Cayman Islands, along with other agreements or documents described in the Merger Agreement or any document or instrument related to the Merger Agreement ("Transaction Documents"). The completion of the transactions contemplated by the Merger Agreement (including the merger) and the contingent value rights agreement shown in Exhibit B of the Merger Agreement (collectively referred to as the "Transactions") are subject to the conditions set forth therein. Pursuant to the Merger Agreement and in accordance with the applicable provisions of the Companies Act (Revised) of the Cayman Islands, the Merger Sub will merge into the Parent upon the effectiveness of the merger, and Gracell Bio will continue as the surviving company and become a wholly-owned subsidiary of the Parent ("Merger").

Holders of approximately 458,283,333 issued ordinary shares of the company, with a par value of $0.0001 per share ("Ordinary Shares"), including Ordinary Shares represented by the company’s American Depositary Shares (“ADSs”), were present in person or by proxy at the EGM. Each shareholder had one vote for each Ordinary Share held. These shares represented approximately 94.8% of the total voting rights of the company's outstanding Ordinary Shares as of the close of business on January 8, 2024, in the Cayman Islands. At the EGM, approximately 99.9% of the shareholders voted in favor of the merger agreement, the plan of merger, and the transaction.

The acquisition is expected to be completed around February 22, 2024, subject to the fulfillment or waiver of the conditions set forth in the acquisition agreement. Upon completion of the acquisition, Gracell will become a privatized company, and its American Depositary Receipts (ADRs) will no longer be listed or traded on any stock exchange, including the Nasdaq Global Select Market. The company's ADR program will be officially terminated.

GRACELL

About Gracell

Gracell Biotechnologies Group (referred to as "Gracell Bio") 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 pioneering FasTCAR and TruUCAR breakthrough technology platforms, as well as SMART CART^TMTechnological Module: Gracell is currently developing a rich pipeline of products at the clinical stage, covering both autologous and allogeneic cell therapies. These product candidates have the potential to address major industry challenges that persist with current CAR-T therapies, including long production times, suboptimal product cell quality, high treatment costs, as well as the lack of long-term and effective treatments for solid tumors and autoimmune diseases. The core product, BCMA/CD19 dual-targeting FasTCAR-T GC012F, is currently undergoing a series of clinical trials to explore its therapeutic effects on multiple myeloma, B-cell non-Hodgkin lymphoma, and systemic lupus erythematosus.

Cautionary Statement Regarding Forward-Looking Statements

The statements in this press release regarding future expectations, plans, prospects, and other non-historical facts may contain "forward-looking statements" as defined under the Private Securities Litigation Reform Act of 1995. These statements may, but are not required to, include the following terms and their negative forms or similar expressions: aim to, anticipate, believe, estimate, expect, forecast, intend, may, outlook, plan, potential, presume, propose, seek, might, should, will. Due to the influence of various important factors, actual results may differ materially from these forward-looking statements, and there is no assurance that any forward-looking statement will be realized. These important factors include those mentioned in the "Risk Factors" section of Gracell’s most recent annual report on Form 20-F, as well as discussions of potential risks, uncertainties, and other important factors in Gracell’s subsequent filings with the U.S. Securities and Exchange Commission. Any forward-looking statements in this press release reflect current expectations only, and Gracell has no obligation to publicly update or revise any forward-looking statement, whether due to new information, future events, or otherwise. Readers are cautioned not to rely on forward-looking statements after the date of this press release.

E.N.D

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