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AstraZeneca’s acquisition of Gracell includes a clinical-stage autologous cell therapy targeting hematologic malignancies and autoimmune diseases and a proprietary manufacturing platform.
AstraZeneca is poised to acquire Gracell Biotechnologies, a clinical-stage biopharmaceutical company specializing in cell therapies for cancer and autoimmune diseases, in a deal valued at approximately $1.2 billion, according to AstraZeneca’s announcement in a Dec. 26, 2023 press release. The transaction is expected to close in the 2024 first quarter. Upon closing, Gracell will operate as a wholly owned subsidiary of AstraZeneca, with operations in China and the United States.
Under the agreement, AstraZeneca will acquire all of Gracell’s fully diluted share capital through a merger; the transaction will proceed 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, which is payable upon achievement of a specified regulatory milestone.
The upfront cash portion represents a transaction value of approximately $1 billion, and, combined with the potential contingent value payments, if achieved, the overall transaction value would potentially total approximately $1.2 billion. As part of the transaction, AstraZeneca will also acquire the cash, cash equivalents, and short-term investments on Gracell’s balance sheet, a total of $234.1 million as of Sept. 30, 2023, according to the press release.
AstraZeneca expects the proposed acquisition to enrich its growing pipeline of cell therapies, particularly with the addition of GC012F, Gracell’s novel, clinical-stage B cell maturation antigen (BCMA) and CD19 dual-targeting autologous chimeric antigen receptor T-cell (CAR-T) therapy. Gracell is developing GC012F as a potential new treatment for multiple myeloma as well as other hematologic malignancies and autoimmune diseases, including systemic lupus erythematosus (SLE). Gracell has initiated a Phase Ib/II trial evaluating GC012F for treating relapsed or refractory multiple myeloma in the US.
In addition to the cell therapy candidate, AstraZeneca will also gain Gracell’s proprietary cell therapy manufacturing platform, FasTCAR. The technology was introduced in 2017 and allows for the next-day manufacturing of CAR-T therapies (1).
“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. 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,” said Susan Galbraith, executive vice-president, Oncology R&D, AstraZeneca, in the press release.
“We look forward to working with AstraZeneca to accelerate our shared goal of bringing transformative cell therapies to more patients living with debilitating diseases. 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,” said William Cao, founder, chairman, and CEO, Gracell, in the release.
1. Gracell Biotechnologies, Gracell Biotechnologies Presents Longer-Term Results for FasTCAR-T GC012F in B-Cell Non-Hodgkin’s Lymphoma at EHA2023, Highlighting 100% Overall Response Rate. Press Release, June 10, 2023.