Merger agreement includes the Gracell FasTCAR platform, which could significantly improve the efficacy of CAR T-cell therapies.
AstraZeneca had a busy holiday season as it reached a definitive agreement to acquire Gracell Biotechnologies Inc. in a deal that could potentially reach up to $1.2 billion. The acquisition of Gracell, a clinical-stage biopharmaceutical company, includes the Gracell FasTCAR platform, which could significantly improve the efficacy of chimeric antigen receptor (CAR) T-cell therapies, as well as mix of cell therapies for cancer and autoimmune conditions, such as the novel, clinical-stage GC012F—a FasTCAR-enabled BCMA and CD19 dual-targeting autologous CAR T-cell therapy, according to AstraZeneca.
“The proposed acquisition of Gracell will complement AstraZeneca’s existing capabilities and previous investments in cell therapy, where we have established our presence in CAR-T and T-cell receptor therapies (TCR-Ts) in solid tumors,” Susan Galbraith, executive vice president, Oncology R&D, AstraZeneca, said in a press release. “GC012F will accelerate our cell therapy strategy in hematology, with the opportunity to bring a potential best-in-class treatment to patients living with blood cancers using a differentiated manufacturing process, as well as exploring the potential for cell therapy to reset the immune response in autoimmune diseases.”
Gracell’s portfolio alco includes a potential new treatment for multiple myeloma, other hematologic malignancies, and systemic lupus erythematosus.
As part of the agreement, AstraZeneca obtains all of Gracell’s fully diluted share capital via merger at a price of $2.00 per ordinary share in cash at closing plus a non-tradable contingent value right of $0.30 per ordinary share in cash payable upon achievement of a specified regulatory milestone. AstraZeneca will pay an upfront cash portion of approximately $1 billion, which is a 62% premium to Gracell’s closing market price on December 22, 2023. The upfront and potential contingent value payments, if achieved, could reach a transaction value of approximately $1.2 billion. AstraZeneca also acquires the cash, cash equivalents, and short-term investments on Gracell’s balance sheet, which was approximately $234.1 billion as of September 30, 2023.
AstraZeneca said it expects the transaction to close in the first quarter of 2024, subject to customary closing conditions, including regulatory clearances, and Gracell shareholder approval. The move, announced on December 26, 2023, did not affect AstraZeneca’s financial guidance for last year. Gracell will continue operating as a wholly owned subsidiary of AstraZeneca in China and the United States.
In a press release, AstraZeneca highlighted the significance of the FasTCAR platform for enhancing autologous CAR T-cell therapy, which reprograms a patient’s immune T cells to hunt disease-causing cells before being infused back into the patient; however, this process can be costly, complex, and time-consuming. According to AstraZeneca, the FasTCAR platform will cut down on manufacturing time while improving the fitness of T cells and potentially increasing the efficacy of these treatments. AstraZeneca noted the platform’s applications may be extended into the rare disease space.
“We look forward to working with AstraZeneca to accelerate our shared goal of bringing transformative cell therapies to more patients living with debilitating diseases,” said Dr. William Cao, founder, chairman and CEO, Gracell, in a press release. “By combining our expertise and resources, we can unlock new ways to harness the Gracell FasTCAR manufacturing platform, which we believe has the potential to optimize the therapeutic profile of engineered T cells, to pioneer the next generation of autologous cell therapies.”
Reference
AstraZeneca to acquire Gracell, furthering cell therapy ambition across oncology and autoimmune diseases. AstraZeneca. News release. December 26, 2023. Accessed January 2, 2024. https://www.astrazeneca.com/media-centre/press-releases/2023/astrazeneca-to-acquire-gracell-furthering-cell-therapy-ambition-across-oncology-and-autoimmune-diseases.html