Genetron Health to Hold Extraordinary General Meeting of Shareholders
January 17 2024 - 6:05AM
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 it has called an extraordinary general meeting
of shareholders (the “EGM”), to be held at on February 21, 2024 at
9:00 a.m. (Beijing time) at 1/F, Building 11, Zone 1, No. 8 Life
Science Parkway, Changping District, Beijing, People’s Republic of
China, to consider and vote on, among other matters, the proposal
to authorize and approve 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 Genetron New Co Limited (“Merger Sub”), and the plan
of merger required to be filed with the Registrar of Companies of
the Cayman Islands (the “Plan of Merger”) and the transactions
contemplated thereby, including the Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, at the
effective time of the Merger, Merger Sub will merge with and into
the Company (the “Merger”) and cease to exist, with the Company
being the surviving company and becoming a wholly-owned subsidiary
of Parent. If consummated, the Merger would result in the Company
becoming a privately held company and its American depositary
shares (each representing fifteen (15) ordinary shares, par value
US$0.00002 per share) (the “ADSs”) would no longer be listed or
traded on any stock exchange, including the NASDAQ Global Market,
and the Company’s ADS program would be terminated. In addition, the
Company’s ADSs and ordinary shares represented by the ADSs will
cease to be registered under Section 12 of the United States
Securities Exchange Act of 1934, as amended, following the
consummation of the Merger.
The Company’s board of directors (the “Board”), acting upon the
unanimous recommendation of a special committee of independent and
disinterested directors established by the Board, authorized and
approved the execution, delivery and performance of the Merger
Agreement, the Plan of Merger and the consummation of the
transactions contemplated thereby, including the Merger, and
recommends that the Company’s shareholders and ADS holders vote
FOR, among other matters, the proposal to authorize and approve the
Merger Agreement, the Plan of Merger and the transactions
contemplated thereby, including the Merger.
Shareholders of record as of 5 p.m. New York City time on
February 9, 2024 will be entitled to attend and vote at the EGM and
any adjournment thereof. ADS holders as of the close of business in
New York City on January 22, 2024 will be entitled to instruct The
Bank of New York Mellon, in its capacity as the ADS depositary, to
vote the ordinary shares represented by the ADSs at the EGM.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the definitive proxy statement attached as Exhibit
(a)-(1) thereto, as amended, filed with the U.S. Securities and
Exchange Commission (the “SEC”), which can be obtained, along with
other filings containing information about the Company, the
proposed Merger and related matters, without charge, from the SEC’s
website (http://www.sec.gov). Requests for additional copies of the
definitive proxy statement should be directed to the Company’s
Investor Relations Department by email at
ir@genetronhealth.com.
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS.
The Company and certain of its directors and executive officers
may, under SEC rules, be deemed to be “participants” in the
solicitation of proxies from the shareholders with respect to the
proposed Merger. Information regarding the persons who may be
considered “participants” in the solicitation of proxies is set
forth in the Schedule 13E-3 transaction statement relating to the
proposed Merger and the definitive proxy statement attached
thereto. Further information regarding persons who may be deemed
participants, including any direct or indirect interests they may
have, is also set forth in the definitive proxy statement.
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. 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:
uncertainties as to how the Company’s shareholders will vote at the
meeting of shareholders; the possibility that competing offers will
be made; the possibility that financing may not be available; the
possibility that various closing conditions for the transaction may
not be satisfied or waived; the laws and regulations relating to
Genetron Health’s industry; the general economic and business
conditions; and assumptions underlying or related to any of the
foregoing. 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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