GRCL - Gracell Biotechnologies Acquisition Completed | Benzinga
SAN DIEGO and SUZHOU, China and SHANGHAI, China, Feb. 22, 2024 (GLOBE NEWSWIRE) -- Gracell Biotechnologies Inc. (("Gracell" or the "Company", NASDAQ:GRCL), a global clinical-stage biopharmaceutical company developing innovative cell therapies for the treatment of cancer and autoimmune disease, today announced the completion of its previously announced agreement to be acquired by AstraZeneca, in accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of December 23, 2023 (the "Merger Agreement"), by and among the Company, AstraZeneca Treasury Limited, a private limited company incorporated under the laws of England and Wales ("Parent"), and Grey Wolf Merger Sub ("Merger Sub"), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent. The acquisition was structured as a merger of Merger Sub with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). As a result of the Merger, the Company ceased to be a publicly traded company and became a wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on February 19, 2024, each ordinary share, par value $0.0001 per share, of the Company (each, a "Share" and collectively, the "Shares") issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than (i) Shares (including Shares represented by American Depositary Shares (each, an "ADS" and collectively, the "ADSs"), each representing five Shares) held by Parent, Merger Sub, the Company or any of their subsidiaries, (ii) Shares (including ADSs corresponding to such Shares) held by the Company or the Depositary (as defined below) and reserved for issuance and allocation pursuant to the Company's equity incentive plans (the shares described in clauses (i) and (ii), the "Excluded Shares"), (iii) Shares represented by ADSs, and (iv) Shares held by holders who shall have validly exercised and not effectively withdrawn or otherwise lost their rights to dissent from the Merger in accordance with the provisions of Section 238 of the Companies Act (As Revised) of the Cayman Islands (the "CICA," and the Shares described in clause (iv), the "Dissenting Shares")), has been cancelled and represents only the right to receive (1) $2.00 per Share in cash without interest and (2) one contingent value right (each a "CVR") per Share representing the right to receive a contingent payment of $0.30 per CVR in cash without interest upon the achievement of a milestone ...