Celltrion, Inc & Celltrion Healthcare Co Ltd announce shareholders approval of merger

Celltrion Group announced that the merger agreement between Celltrion, Inc. (“Celltrion”) and Celltrion Healthcare Co., Ltd. (“Celltrion Healthcare”) was approved at the extraordinary general meeting of shareholders (“EGM”) of the two companies held at Songdo Convensia and Sheraton Grand Incheon Hotel, respectively, on October 23, 2023.

Following the announcement of the merger plan in August this year, the merger agreement of the two companies was approved at the EGMs of both companies on this day, with more than two-thirds of the voting rights of the attending shareholders and more than one-third of the total number of issued shares with voting rights.

Celltrion aims to complete the merger by the end of the year. The appraisal rights exercise period starts today and ends on November 13. The effective date of merger will be December 28.

Under the merger plan, Celltrion will merge Celltrion Healthcare and issue Celltrion shares to Celltrion Healthcare shareholders. Celltrion Healthcare shareholders will receive 0.4492620 shares of Celltrion for each Celltrion Healthcare share they own. The merger price per share is KRW 148,853 for Celltrion and KRW 66,874 for Celltrion Healthcare.

Meanwhile, Celltrion Group held a board of directors meeting on the same day and decided to retire and acquire an additional volume of treasury shares to enhance shareholder value and strengthen shareholder return policies following the merger.

The board resolved to retire 2,309,813 treasury shares owned by Celltrion, worth about KRW 359.9 billion. These shares are equivalent to the amount of the newly issued shares to be allocated to the treasury shares held by Celltrion Healthcare. The planned retirement date is January 4, 2024, when the merger registration is expected to be completed.

Under the acquisition plan, Celltrion will buy back 2,426,161 shares, worth about KRW 345 billion[*], and Celltrion Healthcare 2,440,000 shares, worth about KRW 155 billion. Both companies plan to buy back these shares via open market from October 24, 2023.

Celltrion Group believes that it has strengthened its foothold to become a global biopharma in the future through both the approval of the merger agreement and the measures to enhance shareholder value. Celltrion Group expects to see three major post-merger effects:

• Deployment of merged group resources for large-scale investments in novel drugs and new modality R&D with the improved cost competitiveness owing to the streamlined organizational structure from R&D to sales
• A major turning point in maximizing market share and expanding target regions through competitive pricing based on improved cost competitiveness
• Simplified transaction structure leading to enhanced transparency and trust of investors

"The approval of the merger agreement between the two companies couldn’t have come at a better time because it shortly followed Zymfentra's FDA approval. Both news allow us to move one step closer to achieving our vision of achieving KRW 12 trillion in sales by 2030 and making a leap to become a global biopharma," an official from Celltrion Group said. "The five new biosimilar products, undergoing streamlined development and regulatory approval processes, are also firmly positioned for sequential roll-outs beginning next year. We will make the utmost efforts to focus on what we do well and further accelerate our growths."

[*] The expected acquisition amount of both companies is based on the closing stock price of the previous day of the board meeting (Celltrion KRW 142,200 / Celltrion Healthcare KRW 63,500 as of Oct., 20., 2023), which may change depending on future stock price fluctuation.