The proposed merger between Celltrion and Celltrion Healthcare gained overwhelming approval from their respective shareholders on Monday.

During an extraordinary general meeting at Songdo Convensia, Incheon, Celltrion secured a 97.04 percent approval rate for the merger contract. Similarly, Celltrion Healthcare's shareholders, meeting at the Sheraton Grand Incheon Hotel, expressed a 95.17 percent favorability towards the merger proposal.

The merger sees Celltrion absorbing Celltrion Healthcare, leaving behind a unified Celltrion entity.

As per the agreement, the established merger ratio stands at 1 : 0.4492620 (Celltrion : Celltrion Healthcare).

Shareholders opposing the merger can exercise their appraisal right until Nov. 13, with the claim rights price set at 158,130 won ($116.83) for Celltrion and 67,251 won for Celltrion Healthcare.

Notably, the National Pension Service (NPS), which holds a 7.43 percent stake in Celltrion, abstained from the vote.

If NPS decides to exercise all their appraisal right, Celltrion will have to pay approximately 1.64 trillion won to NPS.

Celltrion had said they would offer up to 1 trillion won to purchase shares from shareholders that exercise their appraisal rights.

Despite the previous statement, Celltrion Group Chairman Seo Jung-jin, post-approval, commented, "Even if shareholders opposing the merger exercise their appraisal rights, we will accept all requests irrespective of the 1 trillion won limit."

With the merger approved by both shareholders of both companies, the uncertainty surrounding the merger is now dispelled, Seo added.

Adding to the company's milestones, Chairman Seo also highlighted the FDA approval of autoimmune disease treatment Zymfentra, also known as Remsima SC, outside the U.S., on Monday.

The company forecasts that Zymfentra will achieve an annual revenue of over 600 billion won and potentially reach 3 trillion won in sales within three years.

Meanwhile, post-merger, the two companies have decided on a plan 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 359.9 billion won. 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 Jan. 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 345 billion won, and Celltrion Healthcare will buy back 2,440,000 shares, worth about 155 billion won. Both companies plan to buy back these shares via the open market from Tuesday.

After the merger is complete, Celltrion also plans to merge with Celltrion Pharma within the next six months.

"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," a company official said. "Both news allows us to move one step closer to achieving our vision of achieving 12 trillion won in sales by 2030 and making a leap to become a global biopharmaceutical company."

Despite the approval of the merger process and the FDA approval of Zymfentra, Celltrion shares fell 1.13 percent from the previous trading day, with a closing price of 140,600 won per share on Monday.