Gracell Biotechnologies Shareholders Approve AstraZeneca Merger Agreement

Author: Benzinga Newsdesk | February 20, 2024 08:55am

Gracell Biotechnologies Inc. (("Gracell" or the "Company", NASDAQ:GRCL), a global clinical-stage biopharmaceutical company dedicated to developing innovative and highly efficacious cell therapies for the treatment of cancer and autoimmune disease, today announced that at an extraordinary general meeting of shareholders (the "EGM") held on February 19, 2024, the Company's shareholders voted in favor of the proposal to approve and authorize the execution, delivery and performance by the Company of the previously announced 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, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Merger Sub"), the Plan of Merger required to be filed with the Registrar of Companies of the Cayman Islands (the "Plan of Merger"), and the other agreements or documents contemplated by the Merger Agreement or any document or instrument delivered in connection thereunder (the "Transaction Documents") to which the Company is a party and the consummation of the transactions contemplated by the Merger Agreement (including the Merger) and the Contingent Value Rights Agreement, in the form attached as Exhibit B to the Merger Agreement, (collectively, the "Transactions"), upon the terms and subject to the conditions set forth therein. Pursuant to the Merger Agreement, in accordance with the applicable provisions of the Companies Act (As Revised) of the Cayman Islands, Merger Sub will merge with and into the Company at the effective time of the Merger, with the Company continuing as the surviving company and becoming a wholly owned subsidiary of the Parent (the "Merger").

At least 458,283,333 of the Company's total outstanding ordinary shares, par value of $0.0001 per share ("Ordinary Shares"), including Ordinary Shares represented by the Company's American Depositary Shares (the "ADSs"), attended the EGM in person or by proxy. Each shareholder has one vote for each Ordinary Share. These shares represented approximately 94.8% of the total outstanding votes represented by the Company's total Ordinary Shares outstanding at the close of business in the Cayman Islands on the record date of January 8, 2024. The Merger Agreement, the Plan of Merger and the Transactions, were approved by approximately 99.9% of the total votes cast at the EGM.

Posted In: AZN GRCL