Credit：Visual China

Gracell, a clinical-stage biopharmaceutical company dedicated to developing innovative cell therapies for the treatment of cancer and autoimmune diseases, has a definitive acquisition agreement with AstraZeneca plc. The agreement allows AstraZeneca to take over all of Gracell’s fully diluted share capital through a merger for a price of US$2.00 per ordinary share in cash at closing plus a non-tradable contingent value right of US$0.30 per ordinary share in cash  payable upon achievement of a specified regulatory milestone. The unit acquisition price of ordinary share for cash portion equivalents to US$10.00 per American depository share (ADS), marking a 62% premium on Gracell’s close on the Nasdaq exchange on Friday and a 154% premium on the 60-day volume weighted average price (VWAP) of US$3.94 per ADS prior to the announcement on Tuesday. Taking into account of potential contingent value payments, represent, if achieved, the takeover transaction value totaled about US$1.2 billion, an 86% premium on the close price on Friday and a 192% premium on the 60-day VWAP.

As part of the proposed transaction, AstraZeneca will acquire the cash, cash equivalents and short-term investments remaining on Gracell’s balance sheet, which totaled $234.1 million as of September 30, 2023. All the transaction is expected to close in the first quarter of 2024, subject to customary closing conditions, including regulatory clearances and Gracell shareholder approval. Gracell will become a privately held company and its ADSs will no longer be listed on Nasdaq upon completion of the transaction.

For AstraZeneca, the transaction will enrich the Anglo-Swedish pharm giant’s growing pipeline of cell therapies with GC012F, a novel, clinical-stage FasTCAR-enabled BCMA and CD19 dual-targeting autologous chimeric antigen receptor T-cell (CAR-T) therapy, a potential new treatment for multiple myeloma, as well as other haematologic malignancies and autoimmune diseases including systemic lupus erythematosus (SLE).

GC012F aims to transform cancer and autoimmune disease treatment by seeking to drive deep and durable responses with an improved safety profile. The therapy is currently being evaluated in clinical studies in multiple hematological cancers as well as autoimmune diseases and has demonstrated a consistently strong efficacy and safety profile.  Gracell has initiated a Phase 1b/2 trial evaluating GC012F for the treatment of RRMM in the United States and a Phase 1/2 clinical trial in China is to be commenced imminently. FasTCAR is Gracell’s revolutionary autologous CAR-T cell manufacturing platform.It drastically shortens cell production from weeks to overnight, potentially reducing patient wait times and probability for their disease to progress.

“The proposed acquisition of Gracell will complement AstraZeneca’s existing capabilities and previous investments in cell therapy, where we have established our presence in CAR-T and T-cell receptor therapies (TCR-Ts) in solid tumours. GC012F will accelerate our cell therapy strategy in haematology, with the opportunity to bring a potential best-in-class treatment to patients living with blood cancers using a differentiated manufacturing process, as well as exploring the potential for cell therapy to reset the immune response in autoimmune diseases,” said Susan Galbraith, Executive Vice President, Oncology R&D, AstraZeneca.

The acquisition marks recognition and power of Chinese biotech companies in the global market. As the first Chinese biotech company to be acquired by the international pharmaceutical firm, Gracell set an example for its domestic peers about how to maximize the shareholder value at an appropriate timing through a proper way to achieve win-win.

By combining our expertise and resources, we can unlock new ways to harness the Gracell FasTCAR manufacturing platform, which we believe has the potential to optimise the therapeutic profile of engineered T cells, to pioneer the next generation of autologous cell therapies, Gracell's chairman and CEO William Cao said.

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