BEIJING, Feb. 4, 2016 /PRNewswire/ -- Sinovac Biotech Ltd.
("Sinovac" or the "Company") (NASDAQ: SVA), a leading provider of
biopharmaceutical products in China, today announced that the special
committee of its board of directors received on February 4, 2016 a preliminary non-binding
proposal letter, dated February 3,
2016, from a consortium comprised of PKU V-Ming
(Shanghai) Investment Holdings
Co., Ltd., Shandong Sinobioway Biomedicine Co., Ltd., CICC
Qianhai Development (Shenzhen)
Fund Management Co., Ltd., Beijing Sinobioway Group Co., Ltd., Heng
Feng Investments (International) Limited and Fuerde Global
Investment Limited, to acquire all of the outstanding common shares
of the Company for $7.00 in cash per
common share. A copy of the proposal letter is attached hereto as
Exhibit A.
The special committee of the Company's independent directors,
which was formed to consider the preliminary non-binding proposal
letter, dated January 30, 2016, from
Mr. Weidong Yin, chairman, president
and chief executive officer of the Company, and SAIF Partners IV
L.P. and/or its affiliates will carefully consider and evaluate
both proposals with the assistance of the special committee's
independent financial and legal advisors to be appointed in due
course.
The Company's directors caution the Company's shareholders and
others considering trading in the Company's securities that no
decisions have been made with respect to the Company's response to
either proposal. There can be no assurance that any definitive
offer will be made, that any agreement will be executed or that
either proposal or any other transaction will be approved or
consummated. The Company does not undertake any obligation to
provide any updates with respect to these or any other
transactions, except as required under applicable law.
About Sinovac Biotech Ltd.
Sinovac Biotech Ltd. is a China-based biopharmaceutical company that
focuses on the research, development, manufacturing, and
commercialization of vaccines that protect against human infectious
diseases. Sinovac's product portfolio includes vaccines against
hepatitis A and B, seasonal influenza, H5N1 pandemic influenza
(avian flu), H1N1 influenza (swine flu), mumps and canine rabies.
In 2009, Sinovac was the first company worldwide to receive
approval for its H1N1 influenza vaccine, which it has supplied to
the Chinese Government's vaccination campaign and stockpiling
program. The Company is also the only supplier of the H5N1 pandemic
influenza vaccine to the government stockpiling program. Sinovac's
newly developed innovative vaccine against HFMD caused by EV71
entered the commercialization production phrase and will be
launched into the market by the end of first half of 2016. The
Company is currently developing a number of new products including
a Sabin-strain inactivated polio vaccine, pneumococcal
polysaccharides vaccine, pneumococcal conjugate vaccine and
varicella vaccine. Sinovac primarily sells its vaccines in
China, while also exploring growth
opportunities in international markets. The Company has exported
select vaccines to Mexico,
Mongolia, Nepal, Tajikistan, Bangladesh, Chile and the
Philippines, and was recently granted a license to
commercialize its influenza vaccine in Guatemala. For more information, please visit
the Company's website at www.sinovac.com.
Contact
Sinovac Biotech Ltd.
Helen
Yang
Tel: +86-10-8279-9871
Fax: +86-10-6296-6910
Email: ir@sinovac.com
ICR Inc.
Bill Zima
U.S.: 1-646-308-1707
Email: william.zima@icrinc.com
EXHIBIT A
February 3, 2016
The Special Committee of the Board of Directors (the "Special
Committee")
Sinovac Biotech Ltd.
No. 39 Shangdi Xi Road,
Haidian District, Beijing
100085
People's Republic of China
Dear members of the Special Committee:
We, PKU V-Ming (Shanghai)
Investment Holdings Co., Ltd. (PKU V-Ming"), Shandong
Sinobioway Biomedicine Co., Ltd. ("Shandong Sinobioway"),
CICC Qianhai Development (Shenzhen) Fund Management Co., Ltd. ("CICC
Qianhai"), Beijing Sinobioway Group Co., Ltd. ("Sinobioway
Group"), Heng Feng Investments (International) Limited
("Heng Feng"), and Fuerde Global Investment Limited
("Fuerde", together with PKU V-Ming, Shandong Sinobioway,
CICC Qianhai, Sinobioway Group, and Heng Feng, the
"Consortium") are pleased to submit our preliminary
non-binding proposal (the "Proposal") to acquire all of the
outstanding common shares of Sinovac Biotech Ltd. (the
"Company" or "Sinovac") in an all-cash transaction
for US$7.00 per common share (the
"Transaction").
We believe that our Proposal provides an attractive opportunity
to the Company's shareholders and is more favorable to the
Company's unaffiliated shareholders than the preliminary
non-binding proposal from Mr. Weidong
Yin ("Mr. Yin"), the chairman, president and chief
executive officer of the Company, and SAIF Partners IV L.P. and its
affiliates ("SAIF", together with Mr. Yin, the
"Insider Group"), dated January 30,
2016, to acquire all of the outstanding common shares not
already owned by the Insider Group for US$6.18 in cash per common share (the "Insider
Proposal").
Our offer price provides compelling value for Sinovac's
shareholders as compared with the Insider Proposal, as our Offer
represents an attractive premium of approximately 39.44% to the
unaffected closing price on January 29,
2016, the last trading day before Sinovac publicly announced
receipt of the Insider Proposal, and a premium of approximately
13.3% to the Insider Proposal.
Our Consortium is comprised of a Chinese A-Share listed company,
and several reputable enterprises and private equity funds. Each of
us has a strong balance sheet or access to capital to provide the
required funding to expeditiously implement our Proposal. We have
agreed to work with each other exclusively in pursuing the
Transaction. We will form an acquisition company for the purpose of
executing the Transaction. We intend to finance the Transaction
with equity from the members of our consortium. Debt financing may
be provided by loans from third party financial institutions.
We are prepared to promptly enter into discussion with the
Special Committee on the definitive agreements for the Transaction
(the "Definitive Agreements"). As the unaffiliated
shareholders own common shares representing more than 70% of the
Company's outstanding voting power, we are prepared to structure
the Transaction as a two-step amalgamation -- a front-end
tender offer followed by a back-end amalgamation - to afford the
unaffiliated shareholders an opportunity to make their own decision
and promptly receive enhanced share value in cash regardless of the
Insider Group's position with respect to our Proposal.
Subject to the terms of the Definitive Agreements, we are
prepared to commence an offer (the "Offer") to acquire all
of the outstanding common shares of Sinovac for US$7.00 per
share, in cash. The Offer will be conditioned, among other
customary terms, upon: (i) there being no "poison pill" plan
adopted by the Special Committee or the Board of Directors of
Sinovac; (ii) the tender of common shares representing more than
50% of the voting power (on a fully diluted basis); and (iii) there
being no order or injunction which has the effect of making illegal
or otherwise prohibiting the consummation of the Offer. In the
event that we receive less than the tender of at least 66.67% (in
voting power) of the outstanding shares of the Company, we are
nonetheless committed to proceed with the Offer.
We do not anticipate any substantive issues with respect to
regulatory approvals, nor do we believe that any regulatory
approval will impede or delay our ability to quickly and
efficiently consummate the Transaction. We believe that we would be
able to promptly consummate the Transaction. Compared with any
potential transaction involving the Insider Group, which will be a
"going private transaction" that triggers the SEC's Rule 13e-3
review, our Proposal, especially our Offer, can be closed much more
expeditiously.
We have engaged Sidley Austin LLP as our international legal
counsel. We believe that we will be in a position to complete
customary due diligence for the Transaction in a timely manner and
concurrently discuss with the Special Committee the terms of the
Definitive Agreements. We are flexible on the potential structure
of the Transaction, including working with the Insider Group. Our
goal is to expedite the process of delivering maximum value to the
Company's shareholders.
As a member of our Consortium is listed on the Shenzhen Stock
Exchange, it may be under certain legal obligations to disclose
this letter and, as such, the Company may also wish to make a
public announcement with respect to the receipt of our Proposal.
However, we believe that it is in our mutual interests to proceed
in a confidential manner, unless otherwise required by law, until
we have executed the Definitive Agreements or terminated our
discussions.
This letter constitutes only a preliminary indication of our
interest, and does not constitute any binding commitment with
respect to the Transaction. A binding commitment will result only
from the execution of the Definitive Agreements, and then will be
on terms and conditions provided in such documentation. This letter
is governed by, and construed in accordance with, the laws of
New York.
About PKU V-Ming. PKU V-Ming is a leading
investment holding company founded by Beijing Sinobioway Group Co.,
Ltd., Sichuan Tuopai Shede Group Co., Ltd. and other well-known
companies. PKU V-Ming is a capital management company aiming
to achieve rapid capital appreciation. PKU V-Ming also provides
international investment banking services for high growth
companies. The registered capital of PKU V-Ming is RMB200 million.
About Shandong Sinobioway. Shandong Sinobioway is a
Chinese A-Share listed company (stock code: 002581) affiliated with
Sinobioway Group Co., Ltd. Shandong Sinobioway mainly engages in
the biomedical areas such as pharmaceutical intermediates,
cytokines medicine, antiviral and polypeptide drugs.
About CICC Qianhai. Formed jointly by China International
Capital Corporation Limited, Shenzhen Qianhai Financial Holdings
Co., Ltd. and Industrial and Commercial Bank of China Limited, CICC
Qianhai has a registered capital of RMB100
million. CICC Qianhai has significant offshore and onshore
private equity investment experience. Its offshore fund, Qianhai
Golden Bridge Fund I LP, has subscribed for a 2.8% shareholding
interest for RMB 10 billion in a
wholly-owned marketing subsidiary of Sinopec Corp.
About Sinobioway Group. Founded in 1992, Sinobioway Group
is one of the three main industrial groups affiliated with Peking
University, one of the most prestigious universities in
China. Sinobioway Group is mainly
engaged in bioeconomy system establishment and bio-industry
development. It primarily invests in biomedicine, bioagriculture,
bioenergy, bioenvironment, bioservices, biomanufacturing and
biointelligence. Sinobioway Group has become a flagship enterprise
in China's bioindustry and aims to
become one of the most competitive corporate groups in the
world.
About Heng Feng. Heng Feng is a Hong Kong based investment company established
in 2015. Heng Feng focuses on private equity investments and
M&A in the strategic emerging and pillar industries in
China.
About Fuerde. Fuerde is a Hong Kong based investment company established
in 2008 which mainly engages in private equity investments. Fuerde
is committed to global capital investment opportunities.
We are confident that our Proposal is highly attractive to
Sinovac and its shareholders. We encourage the Special Committee to
take into consideration our flexibility in the proposed structure
and willingness to work with Mr. Yin and SAIF as an
alternative to deliver superior and immediate value to Sinovac's
shareholders. PKU V-Ming's senior management team, led by Mr.
Minxue Zhang, and Joseph Chan of Sidley Austin LLP, our legal
counsel, are available at your convenience to discuss any aspect of
our Proposal.
|
PKU V-MING
(SHANGHAI) INVESTMENT HOLDINGS CO., LTD
(Company
chop)
|
|
|
|
By:
|
[Name Chop of Minxue
Zhang ] [Company Chop of PKU V-MING (SHANGHAI) INVESTMENT HOLDINGS
CO., LTD]
|
|
|
Name: Minxue
Zhang
|
|
|
Title:
Authorized Signatory
|
|
|
|
SHANDONG
SINOBIOWAY BIOMEDICINE CO., LTD.
(Company
chop)
|
|
|
|
By:
|
_/s/ Aihua
Pan__________
|
|
|
Name: Aihua
Pan
|
|
|
Title:
Authorized Signatory
|
|
|
|
CICC QIANHAI
DEVELOPMENT (SHENZHEN) FUND MANAGEMENT CO., LTD.
(Company
chop)
|
|
|
|
By:
|
_/s/ Jian Zhou_______
__
|
|
|
Name: Jian
Zhou
|
|
|
Title:
Authorized Signatory
|
|
|
|
BEIJING
SINOBIOWAY GROUP CO., LTD.
(Company
chop)
|
|
|
|
By:
|
/s/ Aihua
Pan
[Company Chop of
BEIJING SINOBIOWAY GROUP CO., LTD.]
|
|
|
Name: Aihua
Pan
|
|
|
Title:
Authorized Signatory
|
|
|
|
HENG FENG
INVESTMENTS (INTERNATIONAL) LIMITED
|
|
|
|
By:
|
_/s/ Tong Jin
_____________
|
|
|
Name: Tong
Jin
|
|
|
Title:
Authorized Signatory
|
|
|
|
FUERDE GLOBAL
INVESTMENT LIMITED
|
|
|
|
By:
|
_/s/ YINUO
ZHANG______
|
|
|
Name: YINUO
ZHANG
|
|
|
Title:
Authorized Signatory
|
|
|
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/sinovac-announces-receipt-of-competing-non-binding-going-private-proposal-300215197.html
SOURCE Sinovac Biotech Co., Ltd.