REG - AstraZeneca PLC - Acquisition of Gracell completed

AstraZenecaAnnouncement

22/02/2024 13:15

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RNS Number : 1501E  AstraZeneca PLC  22 February 2024

22 February 2024

 

Acquisition of Gracell completed

AstraZeneca today announced the successful completion of the acquisition
(https://www.astrazeneca.com/media-centre/press-releases/2023/astrazeneca-to-acquire-gracell-furthering-cell-therapy-ambition-across-oncology-and-autoimmune-diseases.html)
of Gracell Biotechnologies Inc. (Gracell, NASDAQ: GRCL), a global
clinical-stage biopharmaceutical company developing innovative cell therapies
for the treatment of cancer and autoimmune diseases, furthering AstraZenecaÕs
cell therapy ambition.

 

The acquisition enriches AstraZenecaÕs 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.
GC012F is a potential new treatment for multiple myeloma, as well as other
haematologic malignancies and autoimmune diseases including systemic lupus
erythematosus (SLE).

 

Gracell will operate as a wholly owned subsidiary of AstraZeneca, with
operations in China and the US.

 

Financial considerations

Under the terms of the definitive agreement, AstraZeneca has acquired all of
GracellÕs fully diluted share capital (including shares represented by ADSs)
through a merger for a price of $2.00 per ordinary share in cash at closing
(equivalent to $10.00 per ADS of Gracell) plus a non-tradable contingent value
right of $0.30 per ordinary share (equivalent to $1.50 per ADS of Gracell) in
cash payable upon achievement of a specified regulatory milestone.

 

The upfront cash portion of the consideration represents a transaction value
of approximately $1.0bn. Combined, the upfront and potential contingent value
payments represent, if achieved, a transaction value of approximately $1.2bn.

 

Notes

 

About GC012F

GC012F is GracellÕs FasTCAR-enabled BCMA/CD19 dual-targeting autologous CAR-T
cell therapy, which aims to transform cancer and autoimmune disease treatment
by seeking to drive deep and durable responses with an improved safety
profile. GC012F is currently being evaluated in clinical studies in multiple
haematologic malignancies and autoimmune diseases. Gracell has initiated a
Phase Ib/II trial evaluating GC012F for the treatment of relapsed or
refractory multiple myeloma in the US.

 

AstraZeneca in haematology

AstraZeneca is pushing the boundaries of science to redefine care in
haematology. We have expanded our commitment to patients with haematologic
conditions, not only in oncology but also in rare diseases with the
acquisition of Alexion, allowing us to reach more patients with high unmet
needs. By applying our deep understanding of blood cancers, leveraging our
strength in solid tumour oncology and delivering on AlexionÕs pioneering
legacy in complement science to provide innovative medicines for rare
diseases, we are pursuing the end-to-end development of novel therapies
designed to target underlying drivers of disease.

 

By targeting haematologic conditions with high unmet medical needs, we aim to
deliver innovative medicines and approaches to improve patient outcomes. Our
goal is to help transform the lives of patients living with malignant, rare
and other related haematologic diseases, shaped by insights from patients,
caregivers and physicians to have the most meaningful impact.

 

AstraZeneca in oncology
(https://www.astrazeneca.com/our-therapy-areas/oncology.html)

AstraZeneca is leading a revolution in oncology with the ambition to provide
cures for cancer in every form, following the science to understand cancer and
all its complexities to discover, develop and deliver life-changing medicines
to patients.

 

The Company's focus is on some of the most challenging cancers. It is through
persistent innovation that AstraZeneca has built one of the most diverse
portfolios and pipelines in the industry, with the potential to catalyse
changes in the practice of medicine and transform the patient experience.

 

AstraZeneca has the vision to redefine cancer care and, one day, eliminate
cancer as a cause of death.

 

AstraZeneca in BioPharmaceuticals: Respiratory and Immunology
Respiratory & Immunology, part of AstraZeneca BioPharmaceuticals, is a key
disease area and growth driver to the Company.

 

AstraZeneca is an established leader in respiratory care with a 50-year
heritage and a growing portfolio of medicines in immune-mediated diseases. The
Company is committed to addressing the vast unmet needs of these chronic,
often debilitating, diseases with a pipeline and portfolio of inhaled
medicines, biologics and new modalities aimed at previously unreachable
biologic targets. Our ambition is to deliver life-changing medicines that help
eliminate COPD as a leading cause of death, eliminate asthma attacks and
achieve clinical remission in immune-mediated diseases.

 

With common pathways and underlying disease drivers across respiratory and
immunology, AstraZeneca is following the science from chronic lung diseases to
immunology-driven disease areas. The CompanyÕs growing presence in immunology
is focused on five mid- to late-stage franchises with multi-disease potential,
in areas including rheumatology (including SLE), dermatology,
gastroenterology, and systemic eosinophilic-driven diseases. AstraZenecaÕs
ambition in Respiratory & Immunology is to achieve disease modification
and durable remission for millions of patients worldwide.

 

Forward-looking statements

This announcement may include statements that are not statements of historical
fact, or Òforward-looking statements,Ó including with respect to
AstraZenecaÕs acquisition of Gracell. Such forward-looking statements
include, but are not limited to, AstraZenecaÕs beliefs and expectations and
statements about the benefits sought to be achieved in AstraZenecaÕs
acquisition of Gracell, the potential effects of the acquisition on
AstraZeneca, as well as the expected benefits and success of GC012F and any
combination product. These statements are based upon the current beliefs and
expectations of AstraZenecaÕs management and are subject to significant risks
and uncertainties. There can be no guarantees that GC012F or any further
products using the FasTCAR-enabled BCMA/CD19 dual-targeting autologous CAR-T
cell therapy will receive the necessary regulatory approvals or prove to be
commercially successful if approved. If underlying assumptions prove
inaccurate or risks or uncertainties materialise, actual results may differ
materially from those set forth in the forward-looking statements.

 

Risks and uncertainties include, but are not limited to, the possibility that
the achievement of the specified milestone described in the contingent value
rights agreement may take longer to achieve than expected or may never be
achieved and the resulting contingent milestone payment may never be realised;
general industry conditions and competition; general economic factors,
including interest rate and currency exchange rate fluctuations; the impact of
COVID-19; the impact of pharmaceutical industry regulation and health care
legislation in the United States and internationally; competition from other
products; and challenges inherent in new product development, including
obtaining regulatory approval.

 

AstraZeneca undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise,
except to the extent required by law. Additional factors that could cause
results to differ materially from those described in the forward-looking
statements can be found in AstraZenecaÕs Annual Report on Form 20-F for the
year ended 31 December 2023, and GracellÕs Annual Report on Form 20-F for
the year ended 31 December 2022, in each case as amended by any subsequent
filings made with the SEC. These and other filings made by AstraZeneca and
Gracell with the SEC are available at www.sec.gov.

 

AstraZeneca (https://www.astrazeneca.com/)

AstraZeneca (LSE/STO/Nasdaq: AZN) is a global, science-led biopharmaceutical
company that focuses on the discovery, development, and commercialisation of
prescription medicines in Oncology, Rare Diseases, and BioPharmaceuticals,
including Cardiovascular, Renal & Metabolism, and Respiratory &
Immunology. Based in Cambridge, UK, AstraZeneca operates in over 100 countries
and its innovative medicines are used by millions of patients worldwide.
Please visit astrazeneca.com (http://www.astrazeneca.com/)  and follow the
Company on social media @AstraZeneca
(https://gateway.zscalertwo.net/auD?origurl=https:%2f%2fwww.linkedin.com%2fcompany%2fastrazeneca&_ordtok=Mkk3WV5DBDPmQrD4F5MGdGDMZR)

 

Contacts

For details on how to contact the Investor Relations Team, please click here
(https://www.astrazeneca.com/investor-relations.html#Contacts) . For Media
contacts, click here (https://www.astrazeneca.com/media-centre/contacts.html)
.

 

Adrian Kemp

Company Secretary

AstraZeneca PLC

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