Genetron Health Announces Receipt of a Preliminary Non-Binding Proposal to Acquire the Company
BEIJING, Aug. 22, 2022 (GLOBE NEWSWIRE) -- 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 Proposal
The 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 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 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.
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