Genetron Health Announces Completion of Going Private Transaction
29 March 2024 - 4:30AM
Genetron Holdings Limited (“Genetron Health” or the “Company”,
Nasdaq: GTH), a leading precision oncology platform company in
China that specializes in offering molecular profiling tests, early
cancer screening products and companion diagnostics development,
announced today the completion of its merger (the “Merger”) with
Genetron New Co Limited (“Merger Sub”), pursuant to the previously
announced agreement and plan of merger, dated as of October 11,
2023 (the “Merger Agreement”), among the Company, New Genetron
Holding Limited (“Parent”) and Merger Sub. As a result of the
Merger, the Company has become a wholly owned subsidiary of Parent
and will cease to be a publicly traded company.
Pursuant to the terms of the Merger Agreement, which was
approved by the Company’s shareholders at an extraordinary general
meeting held on February 21, 2024, each ordinary share, par value
US$0.00002 per share, of the Company (each, a “Share”) issued,
outstanding and not represented by American depositary share of the
Company (each, an “ADS,” representing fifteen (15) Shares)
immediately prior to the effective time of the Merger (the
“Effective Time”), other than the Excluded Shares and the
Dissenting Shares (each as defined in the Merger Agreement), has
been cancelled and ceased to exist, in exchange for the right to
receive US$0.272 in cash per Share without interest (the “Per Share
Merger Consideration”), and each ADS, issued and outstanding
immediately prior to the Effective Time, other than ADSs
representing the Excluded Shares, together with each Share
represented by such ADS, has been cancelled and ceased to exist, in
exchange for the right to receive US$4.08 in cash per ADS without
interest (less applicable fees, charges and expenses payable by ADS
holders, and such consideration, together with the Per Share Merger
Consideration, the “Merger Consideration”).
Registered shareholders immediately prior to the Effective Time
who are entitled to the Merger Consideration will receive a letter
of transmittal and instructions on how to surrender their Shares in
exchange for the Merger Consideration and should wait to receive
the letter of transmittal before surrendering their Shares. Payment
of the Merger Consideration will be made to holders of Shares
(other than Shares represented by ADSs) in respect of each such
Share held thereby upon surrender of applicable Shares and delivery
of the letter of transmittal and any other documents required by
such letter of transmittal to be delivered in connection therewith.
Payment of the Merger Consideration (after deduction of the fees,
charges, deductions and expenses provided for under the Deposit
Agreement, dated June 18, 2020, between the Company, the ADS
depositary and the holders and beneficial owners of ADSs issued
thereunder) will be made to holders of ADSs in respect of each ADS
held thereby as soon as practicable after The Bank of New York
Mellon, the ADS depositary, receives the aggregate Merger
Consideration payable to holders of ADSs from the paying agent.
The Company also announced today that it has requested that
trading of its ADSs on the Nasdaq Global Market (the “Nasdaq”) be
suspended as of the close of trading on March 28, 2024 (New York
time). The Company has requested that Nasdaq file a Form 25 with
the Securities and Exchange Commission (the “SEC”) notifying the
SEC of the delisting of the ADSs on Nasdaq and the deregistration
of the Company’s registered securities. The deregistration will
become effective 90 days after the filing of the Form 25 or such
shorter period as may be determined by the SEC. The Company intends
to suspend its reporting obligations under the Securities Exchange
Act of 1934, as amended, by filing a Form 15 with the SEC in
approximately ten days following the filing of the Form 25. The
Company’s obligations to file with the SEC certain reports and
forms, including Form 20-F and Form 6-K, will be suspended
immediately as of the filing date of the Form 15 and will cease
once the deregistration becomes effective.
Kroll, LLC (operating through its Duff & Phelps Opinions
Practice) is serving as the financial advisor to the committee of
independent and disinterested directors established by the Board
(the “Special Committee”), and Davis Polk & Wardwell LLP is
serving as U.S. legal counsel to the Special Committee and the
Company.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S.
legal counsel to the investor consortium (the “Consortium”), and
King & Wood Mallesons is serving as PRC legal counsel to the
Consortium.
Certain legal matters with respect to the Cayman Islands law are
advised by Walkers (Hong Kong).
About Genetron Holdings
Limited
Genetron Holdings Limited (“Genetron Health” or the “Company”)
(Nasdaq: GTH) is a leading precision oncology platform company in
China that specializes in cancer molecular profiling and harnesses
advanced technologies in molecular biology and data science to
transform cancer treatment. The Company has developed a
comprehensive oncology portfolio that covers the entire spectrum of
cancer management, addressing needs and challenges from early
screening, diagnosis and treatment recommendations, as well as
continuous disease monitoring and care. Genetron Health also
partners with global biopharmaceutical companies and offers
customized services and products. For more information, please
visit ir.genetronhealth.com.
Safe Harbor Statement
This press release contains forward-looking statements made
under the “safe harbor” provisions of Section 21E of the Securities
Exchange Act of 1934, as amended, and the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can
be identified by terminology such as “will,” “expects,”
“anticipates,” “future,” “intends,” “plans,” “believes,”
“estimates” and similar statements. Genetron Health may also make
written or oral forward-looking statements in its periodic reports
to the SEC, in its annual report to shareholders, in press releases
and other written materials and in oral statements made by its
officers, directors or employees to third parties. Statements that
are not historical facts, including statements about Genetron
Health’s beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties. Further information regarding these and other risks
is included in Genetron Health’s filings with the SEC. All
information provided in this announcement and in the attachments is
as of the date of this press release, and Genetron Health does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
Investor Relations ContactEmail:
ir@genetronhealth.com
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