GenScript Dissolves Merger with CAR-T Specialist Legend Biotech, Reclassifies as Associated Company

GenScript Dissolves Merger with CAR-T Specialist Legend Biotech, Reclassifies as Associated Company

GenScript Biotech Corporation (HKG: 1548), a comprehensive life science research and application service and product provider based in China, has announced the dissolution of its merger with Legend Biotech Corporation (NASDAQ: LEGN), a specialist in chimeric antigen receptor (CAR) T-cell therapy. The decision to dissolve the merger was influenced by changes in the deposit agreement and board voting, leading to Legend Biotech being reclassified as an associated company of GenScript.

GenScript maintains a robust platform encompassing life-science services and products, a biologics contract development and manufacturing organization (CDMO) platform, an industrial synthetic products platform, and an integrated global cell therapy platform. As of December 31, 2023, GenScript held 174,497,556 shares of Legend Bio, representing approximately 47.96% of Legend Bio’s issued share capital. Previously, a deposit agreement signed with JPMorgan Chase in 2020, which granted the Chairman of the Board of Directors of Legend Bio full power of attorney, indicated that GenScript controlled over 50% of Legend Bio’s investment rights.

On October 18, 2024, Legend Bio entered into a revised agreement with the depositary, amending the previous deposit agreement and certificates. GenScript irrevocably notified the custodian that they would not exercise their full power of attorney, effectively terminating the custodian’s ability to grant any full power of attorney. This resulted in GenScript losing the authority to unilaterally manage the financial and operational policies of Legend Bio, leading to the dissolution of the merger and the reclassification of Legend Bio as an associated company.

The dissolution of the merger between GenScript and Legend Biotech is expected to significantly impact the consolidated financial statements of GenScript as of December 31, 2024.- Flcube.com

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