AstraZeneca Treasury Limited entered into an agreement and plan of merger to acquire Gracell Biotechnologies Inc. (NasdaqGS:GRCL) from a group of shareholders for approximately $970 million on December 23, 2023. As per the transaction, AstraZeneca Treasury Limited will pay $2.00 per share and $0.30 CVR per share to the shareholders of Gracell Biotechnologies Inc. Once the merger is completed, it would result in the Company becoming a private company and its ADSs would no longer be listed or traded on any stock exchange, including the Nasdaq Global Select Market, and the Company?s ADS program would be terminated. The transaction is subject to approval by shareholders of Gracell Biotechnologies Inc., regulatory approvals, antitrust approvals and is approved by board of directors of AstraZeneca Treasury Limited and Gracell Biotechnologies Inc. The shareholder?s meeting is to be held on February 19, 2024. As of February 19, 2024, shareholders of Gracell Biotechnologies have approved the transaction in extraordinary general meeting of shareholders. The transaction is expected to close in first quarter of 2024. As of February 20, 2024, the Merger is expected to close on or around February 22, 2024.

Sebastian L. Fain, Zheng (Jonathan) Zhou, Jeff Jay, Nicole Foster, Sarah Ghulamhussain, Stephanie Chiu, May Smith, Claude Stansbury, Mary Lehner, Simon Priddis, Jenny Leahy, Ninette Dodoo, Laura Onken, Christine Laciak, Stephanie Brown Cripps, Christine Lyon and Brock Dahl of Freshfields Bruckhaus Deringer US LLP, RuiMin Law Firm and Maples Group acted as legal advisors to AstraZeneca Treasury Limited. Rama Padmanabhan and Rowook Park, Will Cai, Patrick Loofbourrow and Jie Zhang of Cooley LLP, AllBright Law Offices and Harney Westwood & Riegels acted as legal advisors and Centerview Partners LLC acted as financial advisor, and provided fairness opinion to Gracell Biotechnologies Inc. In connection with Centerview?s services as the financial advisor to the Board of Directors, Gracell has agreed to pay Centerview an aggregate fee of approximately $24 million, $1 million of which was payable upon the rendering of Centerview?s opinion and the remainder of which is payable contingent upon consummation of the transaction. Mackenzie Partners, Inc. will be paid its customary fee of approximately $12,500, plus out-of-pocket expenses for its proxy solicitation services.

AstraZeneca Treasury Limited completed the acquisition of Gracell Biotechnologies Inc. (NasdaqGS:GRCL) from a group of shareholders on February 22, 2024. As a part of closing trading of the ADSs of Gracell Biotechnologies has been suspended on the Nasdaq Global Select Market (?Nasdaq?).