Cellular Biomedicine Group, Inc. (NASDAQ: CBMG) (“CBMG” or the “Company”) today announced the completion of the merger (the “Merger”) of the Company with CBMG Merger Sub Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), pursuant to the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 11, 2020, by and among the Company, Parent and Merger Sub.
Under the terms of the Merger Agreement, which was approved by the Company’s stockholders at its special meeting of stockholders held on February 8, 2021, each share of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”), issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than (i) shares of Company Common Stock owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent and shares of common stock owned by the Company and (ii) certain shares of Company Common Stock owned by the holders who agreed to cancel those shares for no consideration in exchange for the subscription of newly issued shares of Parent at or immediately prior to the Effective Time (collectively, the “Excluded Shares”), has been converted into the right to receive $19.75 per share in cash, without interest and net of any applicable withholding taxes. The Excluded Shares have been cancelled for no consideration. As a result of the Merger, the Company became a wholly-owned subsidiary of Parent, and the shares of the Company common stock no longer trade on the Nasdaq Global Select Market (“NASDAQ”).
Stockholders of record as of the Effective Time who are entitled to the merger consideration will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the merger consideration. Stockholders should wait to receive the letter of transmittal before surrendering their share certificates.
Source: Biospace
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