SCHEDULE: AstraZeneca Increases Stake in Cellectis to 44% Following Convertible Share Acquisition

AstraZeneca and its subsidiary now hold a 44% stake in Cellectis after converting preferred shares, with the ability to resell these shares publicly.

Summary

• AstraZeneca PLC and its subsidiary, AstraZeneca Holdings B.V., have amended their Schedule 13D filing to reflect an increased ownership stake in Cellectis S.A.
• The amendment follows the completion of an additional investment on May 7, 2024, where AstraZeneca Holdings B.V. acquired 10,000,000 series A convertible preferred shares and 18,000,000 series B convertible preferred shares, each at $5.00 per share.
• This investment totaled $140,000,000 and was funded through working capital.
• As of January 24, 2025, AstraZeneca and its subsidiary may be deemed to beneficially own 44,000,000 ordinary shares, representing approximately 44.0% of Cellectis' outstanding ordinary shares, assuming full conversion of the preferred shares.
• Without conversion, AstraZeneca and its subsidiary hold 16,000,000 ordinary shares, representing 22.2% of the outstanding ordinary shares, and 26,000,000 voting rights, representing 29.3% of the outstanding voting rights.
• A registration statement filed by Cellectis on January 15, 2025, was declared effective on January 23, 2025, allowing AstraZeneca to publicly resell the ordinary shares obtained through conversion.

Sentiment

Score: 7

Explanation: The document indicates a positive development for Cellectis with increased investment from AstraZeneca, but also highlights the potential for future share sales, which could introduce some uncertainty.

Positives

• AstraZeneca has increased its stake in Cellectis, demonstrating confidence in the company.
• The ability to publicly resell shares provides AstraZeneca with flexibility in managing its investment.
• The conversion of preferred shares increases AstraZeneca's voting power and potential influence over Cellectis.

Risks

• AstraZeneca may sell its shares in the future, which could negatively impact Cellectis' share price.
• AstraZeneca's future actions regarding its investment in Cellectis are subject to various factors, including market conditions and Cellectis' financial performance.

Future Outlook

AstraZeneca intends to continuously review its investment in Cellectis and may take various actions in the future, including purchasing or selling shares, depending on market conditions and Cellectis' performance.

Industry Context

This announcement reflects a significant investment by a major pharmaceutical company in a biotechnology firm, indicating a trend of strategic partnerships and acquisitions in the biotech sector.

Comparison to Industry Standards

• AstraZeneca's 44% stake in Cellectis is a substantial holding, indicating a strong strategic interest, which is not uncommon in the pharmaceutical industry where large companies often invest in smaller biotech firms for access to innovative technologies.
• Comparable investments include Roche's acquisition of Spark Therapeutics and Gilead's investment in Kite Pharma, both of which involved significant stakes in companies with promising therapeutic platforms.
• The ability to resell shares publicly is a standard practice for large investors, providing liquidity and flexibility in managing their investment portfolio, similar to how other large pharmaceutical companies manage their investments.

Stakeholder Impact

• Shareholders of Cellectis may see increased confidence due to AstraZeneca's increased stake.
• Employees of Cellectis may benefit from the stability and resources provided by a larger investor.
• Customers and partners of Cellectis may see increased potential for growth and development.

Next Steps

• AstraZeneca will continue to review its investment in Cellectis.
• AstraZeneca may purchase or sell shares in the future.
• AstraZeneca may take other actions with respect to Cellectis' securities.

Key Dates

Keywords

AstraZeneca, Cellectis, Investment, Convertible Preferred Shares, Ordinary Shares, Shareholding, Resale, Voting Rights