Genetron Health Announces Receipt of a Preliminary Non-Binding Proposal to Acquire the Company
August 22 2022 - 6:00AM
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 that its Board
of Directors (the “
Board”) has received a
preliminary non-binding proposal letter dated August 21, 2022 (the
“
Proposal Letter”) from Mr. Sizhen Wang,
co-founder, chairman of the Board and chief executive officer of
the Company (the “
Proposing Buyer”) to acquire all
of the outstanding ordinary shares, par value $0.00002 per share
(the “
Ordinary Shares”) of the Company, including
the Ordinary Shares represented by the American depositary shares
of the Company (the “
ADSs”, each representing five
Ordinary Shares) for US$0.272 per Ordinary Share or US$1.36 per ADS
in cash (the “
Proposed Transaction”).
According to the Proposal Letter, the Proposing
Buyer intends to fund the consideration payable in the Proposed
Transaction with a combination of debt and equity capital. Equity
financing is expected to be provided in the form of rollover equity
in the Company and cash contributions from the Proposing Buyer and
third party sponsors.
Today, the Board has formed a special committee
(the “Special Committee”) consisting of two
independent directors, Mr. Wing Kee Lau and Mr. Dian Kang, to
evaluate and consider the Proposed Transaction as well as other
potential strategic alternatives that the Company may pursue. The
Special Committee intends to retain advisors, including an
independent financial advisor and independent legal counsel, to
assist it in its evaluation.
The Board cautions the Company's shareholders
and others considering trading the Company's securities that the
Board has just received the Proposal Letter and has not had an
opportunity to carefully review or evaluate the proposal, or make
any decision with respect to the Company's response to the Proposed
Transaction or any alternative strategic option that the Company
may pursue. There can be no assurance that any definitive offer
will be received, that any definitive agreement will be executed
relating to the Proposed Transaction or that this or any other
transaction will be approved or consummated. The Company does not
undertake any obligation to provide any updates with respect to
this or any other transaction, except as required under applicable
law.
Additional Information about the
ProposalThe Company will furnish to the U.S. Securities
and Exchange Commission (the "SEC") a current
report on Form 6-K regarding the proposal, which will include as an
annex thereto the Proposal Letter. All parties desiring details
regarding the Proposed Transaction are urged to review these
documents, which will be available at the SEC's website
(http://www.sec.gov).
About Genetron Holdings
LimitedGenetron 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
announcement contains forward-looking statements. These statements
are made under the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Statements that are not
historical facts, including statements about the Company’s beliefs
and expectations, are forward-looking statements. In some cases,
forward-looking statements can be identified by words or phrases
such as “may”, “will,” “expect,” “anticipate,” “target,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”
“is/are likely to” or other similar expressions. Forward-looking
statements involve inherent risks and uncertainties. A number of
factors could cause actual results to differ materially from those
contained in any forward-looking statement, including but not
limited to the following: the Company’s goals and growth
strategies; the Company’s future business development, results of
operations and financial condition; relevant government policies
and regulations relating to our business and industry; the
Company’s expectations regarding demand for and market acceptance
of our diagnosis services and products, cancer early screening
services and our IVD products and our ability to expand our
customer base; the Company’s ability to obtain and maintain
regulatory approvals from the NMPA, the NCCL and have our
laboratory certified or accredited by authorities including the
CLIA and the CAP; the Company’s ability to obtain and maintain
intellectual property protections for our technologies and our
continued research and development to keep pace with technology
developments; impacts of the COVID-19 pandemic; general economic
and business condition in China; and assumptions underlying or
related to any of the foregoing. Further information regarding
these and other risks, uncertainties or factors is included in the
Company’s filings with the SEC. All information provided in this
announcement is as of the date of this announcement and based on
assumptions that the Company believes to be reasonable as of this
date, and the Company does not undertake any duty to update such
information, except as required under applicable law.
Investor Relations ContactEmail:
ir@genetronhealth.com
Media Relations ContactYanrong
Zhaoyanrong.zhao@genetronhealth.com
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