AstraZeneca has agreed to acquire Gracell Biotechnologies, a Jiangsu, China-based clinical-stage bio/pharmaceutical company focused on cell-therapies, in a deal worth up to $1.2 billion ($1.0 billion upfront and $234 million in milestone and contingency rights payments).  

Gracell’s lead asset is GC012F, a chimeric antigen receptor T-cell (CAR-T) therapy for treating multiple myeloma, as well as other hematologic malignancies and autoimmune diseases, including systemic lupus erythematosus. Gracell has initiated a Phase Ib/II trial evaluating GC012F for the treatment of relapsed or refractory multiple myeloma in the US. 

Under the agreement, AstraZeneca will acquire all of Gracell’s fully diluted share capital (including shares represented by American Depository Shares [ADS]) through a merger at $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 $1.0 billion. Combined, the upfront and potential contingent value payments represent, if achieved, a transaction value of approximately $1.2 billion As part of the transaction, AstraZeneca will acquire the cash, cash equivalents, and short-term investments on Gracell’s balance sheet, which totaled $234.1 million as of September 30, 2023. 

The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions, including regulatory clearances, and Gracell shareholder approval.  

Source: AstraZeneca