Genetron Health Enters into Definitive Merger Agreement for Going Private Transaction

BEIJING, Oct. 11, 2023 (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 it has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with New Genetron Holding Limited (“Parent”) and Genetron New Co Limited (“Merger Sub”), a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and becoming a wholly-owned subsidiary of Parent (the “Merger”), in a transaction implying an equity value of the Company of approximately US$126.0 million.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), 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 five¹ Shares) immediately prior to the Effective Time, other than the Excluded Shares and the Dissenting Shares (each as defined in the Merger Agreement), will be cancelled and cease 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, will be cancelled and cease to exist, in exchange for the right to receive US$1.36 in cash per ADS (or US$4.08 in cash per ADS after the ADS Ratio Change) 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”).

The Merger Consideration represents a premium of approximately 15% to the closing price of the Company’s ADSs on August 19, 2022, the last trading day prior to the Company’s announcement of its receipt of the “going-private” proposal, and a premium of approximately 21% to the average closing price of the Company’s ADSs during the last 30 trading days prior to its receipt of the “going-private” proposal. The Merger Consideration represents a premium of approximately 42% to the closing price of the Company’s ADSs on October 10, 2023, the last trading day prior to this press release.