Gracell Biotechnologies, a biopharmaceutical company specializing in cancer and autoimmune disease treatments, has been successfully acquired by AstraZeneca. Shareholders approved the merger, entitling them to cash and contingent value rights. Gracell’s ADS trading on Nasdaq will cease, and deregistration with the SEC is imminent. Holders will receive instructions for exchanging securities.
Gracell Biotechnologies Inc. (Nasdaq: GRCL), a leading global biopharmaceutical company focusing on innovative cell therapies for cancer and autoimmune diseases, has announced the successful completion of its acquisition by AstraZeneca. The acquisition, as outlined in the Agreement and Plan of Merger dated December 23, 2023, involved the merger of Gracell with a subsidiary of AstraZeneca, resulting in Gracell becoming a wholly-owned subsidiary of AstraZeneca.
According to the terms of the merger agreement, which received approval from Gracell’s shareholders on February 19, 2024, each ordinary share of Gracell (excluding certain excluded shares) was converted into $2.00 in cash and one contingent value right (CVR), entitling shareholders to an additional payment of $0.30 upon the achievement of a milestone specified in the CVR agreement.
Similarly, each American Depositary Share (ADS) of Gracell was converted into $10.00 in cash and five CVRs, subject to the same milestone conditions.
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Outstanding warrants to purchase Gracell shares were cancelled, with holders entitled to receive a cash payment equivalent to the Black-Scholes Value of the remaining unexercised portion of each warrant.
Excluded shares were cancelled without compensation, while holders of dissenting shares will receive fair value determined in accordance with applicable regulations.
Shareholders, warrant holders, and ADS holders will receive instructions on how to exchange their securities for the merger consideration. Trading of Gracell’s ADSs on Nasdaq will be suspended, with delisting procedures initiated shortly thereafter.
Gracell intends to suspend its reporting obligations with the SEC by filing a Form 15, with certain reports and forms ceasing once deregistration becomes effective, unless any objections are raised by the SEC.