AstraZeneca (LSE/STO/Nasdaq: AZN) has recently entered into a definitive agreement to acquire Gracell Biotechnologies Inc. (Gracell, Nasdaq: GRCL). The proposed acquisition will enrich AstraZeneca’s growing pipeline of cell therapies. AstraZeneca 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. Gracell is a global clinical-stage biopharmaceutical company dedicated to discovering and developing breakthrough cell therapies for the treatment of cancers and autoimmune diseases. 

Under the terms of the definitive agreement, AstraZeneca will acquire all of Gracell’s 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. Combined, the upfront and potential contingent value payments represent, if achieved, a transaction value of approximately $1.2bn. The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions, including regulatory clearances, and Gracell shareholder approval. 

RuiMin acted as AstraZeneca’s PRC legal counsel in connection with the acquisition and provided comprehensive PRC legal services. The RuiMin team is led by corporate partners Silvia Gong and Echo Wang. Other team members include senior associate Duncan Deng, associates Tingli Huang, Mengyu Zhu, Minhong Cai, Anna Ren, paralegals Melody Lu and Fangmei Sun.