Gracell Biotechnologies to be Acquired by AstraZeneca for up to Approximately $1.2 Billion

San Diego – December 26, 2023 –Cooley advised Gracell Biotechnologies, a global clinical-stage biopharmaceutical company dedicated to developing innovative cell therapies for the treatment of cancer and autoimmune diseases, on its definitive agreement to be acquired by AstraZeneca. Partners Rama Padmanabhan and Rowook Park, along with associates Izzy Lubarsky, Brittany Wightman, Rajdeep Roger Bains and Melissa Meza, led the Cooley team advising Gracell. Partners Will Cai, Patrick Loofbourrow and Jie Zhang, and associates Hilda Li and Samantha Zhang, advised Gracell on general corporate and securities laws matters.

Under the terms of the agreement, AstraZeneca will acquire all of Gracell’s fully diluted share capital – including shares represented by American depositary shares – through a merger under Cayman Islands law for a price of $2 per ordinary share in cash at closing (equivalent to $10 per American depository share), plus a nontradable contingent value right of $0.30 per ordinary share in cash (equivalent to $1.50 per American depository share). The upfront cash portion of the consideration represents a transaction value of approximately $1 billion, a 62% premium to Gracell’s closing market price on December 22, 2023, and a 154% premium to the 60-day volume-weighted average price (VWAP) of $3.94 before this announcement.

Combined, the upfront and potential contingent value payments represent, if achieved, a transaction value of approximately $1.2 billion, an 86% premium to Gracell’s closing market price on December 22, 2023, and a 192% premium to the 60-day VWAP. The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions, including regulatory clearances and Gracell shareholder approval. If the transaction is completed, Gracell will become a privately held company, with its American depository shares no longer listed on Nasdaq.

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