GAITHERSBURG, Md. and
SHANGHAI, Aug. 12, 2020
/PRNewswire/ -- Cellular Biomedicine Group, Inc. (Nasdaq: CBMG)
("Company," "CBMG," "we" or "our"), a biopharmaceutical firm
engaged in the drug development of immunotherapies for cancer and
stem cell therapies for degenerative diseases, announced today that
it has signed a definitive merger agreement to be acquired by a
newly-formed entity ("Parent") formed on behalf of a consortium
consisting of (i) Bizuo (Tony) Liu
(CEO of CBMG) and certain other members of CBMG management
(Yihong Yao, Li (Helen) Zhang and Chengxiang (Chase) Dai) (collectively, the
"Management Rollover Stockholders"), (ii) Dangdai International
Group Co., Limited, Mission Right Limited, Wealth Map Holdings
Limited, Earls Mill Limited, OPEA SRL, Maplebrook Limited, Full
Moon Resources Limited, Viktor Pan
and Zheng Zhou (together with the
Management Rollover Stockholders, the "Consortium Rollover
Stockholders") and (iii) Yunfeng Fund III, L.P., TF Capital Fund
III L.P., Velvet Investment Pte. Ltd., and Bizuo (Tony) Liu (the "Equity Investors").
Under the terms of the merger agreement, CBMG's stockholders
will receive US$19.75 in cash for
each outstanding share of common stock held immediately prior to
the effective time of the merger, other than (i) the shares owned
by Parent or its subsidiaries, (ii) the shares held by CBMG as
treasury stock, (iii) certain shares held by rollover stockholders,
including the Consortium Rollover Stockholders (collectively, the
"Rollover Stockholders") and (iv) the shares in respect of which
appraisal rights have been properly and validly exercised under
Delaware law. In connection
with the Merger, the shares held by the Rollover Stockholders will
be cancelled without payment of any consideration and the Rollover
Stockholders will subscribe for newly-issued shares of Parent.
The Rollover Stockholders collectively hold approximately
51.5% of the outstanding CBMG shares.
The US$19.75 per share price
represents a premium of approximately 31.4% over the 30 trading-day
average price of the Company's common stock as of August 11, 2020, and a premium of approximately
11.8% over CBMG's closing stock price on November 8, 2019, the last trading day prior to
the public announcement of the consortium's initial proposal.
The Company's Board of Directors, acting on the unanimous
recommendation of the special committee formed by the Board of
Directors (the "Special Committee"), approved the merger agreement
and the transactions contemplated by the merger agreement and
resolved to recommend that the Company's stockholders adopt the
merger agreement and approve the merger. The Special Committee,
which is comprised solely of independent and disinterested
directors of the Company, exclusively negotiated the terms of the
merger agreement with Parent, with the assistance of its
independent financial and legal advisors.
Under the terms of the merger agreement, CBMG (at the direction
of the Special Committee) will conduct a 30-day "go shop" process,
during which CBMG is permitted to solicit, initiate, facilitate or
encourage acquisition proposals and to participate in discussions
or negotiations with respect to any acquisition proposal. Following
the "go shop" process, CBMG may respond to certain unsolicited
acquisition proposals and, during the first 15-day period following
the "go shop" process, CBMG may continue to engage with certain
third parties that have made acquisition proposals during the "go
shop" process, in each case, subject to the terms and conditions of
the merger agreement. CBMG will have the right to terminate
the definitive agreement to accept a superior proposal, if one is
received, subject to the terms and conditions of the merger
agreement. There can be no assurance that this "go-shop" process
will result in a superior proposal or that any other transaction
will be approved or completed. CBMG does not intend to disclose
developments with respect to the "go-shop" process unless and until
the Special Committee makes a determination requiring further
disclosure.
Upon closing of the merger, CBMG will become a wholly owned
subsidiary of Parent. CBMG is expected to remain headquartered in
Maryland. The merger is subject to
approval by CBMG's stockholders, including a non-waivable condition
requiring approval by the holders of a majority of the outstanding
shares of CBMG common stock that are not beneficially owned by
Parent, the Rollover Stockholders, the Equity Investors or their
respective affiliates, as well as regulatory and certain other
customary closing conditions. The merger is not subject to a
financing condition. The Company will call a meeting of
stockholders for the purpose of voting on the adoption of the
merger agreement in due course. If completed, the merger will
result in the Company becoming a privately held company, and CBMG's
common stock would no longer be listed on the NASDAQ Capital
Market.
Jefferies LLC is serving as sole financial advisor to the
Special Committee, and White & Case LLP is serving as legal
counsel to the Special Committee. O'Melveny & Myers LLP is
serving as U.S. legal counsel to Parent.
About Cellular Biomedicine Group, Inc.
Cellular Biomedicine Group, Inc. (Nasdaq: CBMG) develops
proprietary cell therapies for the treatment of cancer and
degenerative diseases. The company conducts immuno-oncology and
stem cell clinical trials in China
using products from its integrated GMP laboratory. The Company's
GMP facilities in China,
consisting of twelve independent cell production lines, are
designed and managed according to both China and U.S. GMP standards. Its Shanghai facility includes a "Joint Laboratory
of Cell Therapy" with GE Healthcare and a "Joint Cell Therapy
Technology Innovation and Application Center" with Thermo Fisher
Scientific. These partnerships focus on improving manufacturing
processes for cell therapies. CBMG currently has ongoing CAR-T
Phase I clinical trials in China.
The China NMPA (formerly CFDA) approved the Company's IND
application for a Phase II trial for AlloJoin®, CBMG's
"Off-the-Shelf" allogenic haMPC therapy for the treatment of Knee
Osteoarthritis (KOA), and has accepted the Company's IND
application for a Phase II trial for ReJoin® autologous haMPC
therapy for the treatment of KOA. The NMPA has also accepted CBMG's
dossier for an IND application for clinical trials of anti-BCMA
CAR-T. CBMG is included in the broad-market Russell 3000® Index the
small-cap Russell 2000® Index and the Loncar China BioPharma index.
To learn more about CBMG, please
visit www.cellbiomedgroup.com.
Additional Information and Where to Find It
This press release may be deemed to be solicitation
material in respect of the proposed acquisition of CBMG. In
connection with the proposed transaction, CBMG intends to file
relevant materials with the SEC, including a proxy statement in
preliminary and definitive form, in connection with the
solicitation of proxies from CBMG's stockholders for the
proposed transaction, and CBMG and certain other persons,
including Parent, intend to file a Schedule 13E-3 transaction
statement with the SEC. The Company will mail to each
stockholder entitled to vote at the special meeting the definitive
proxy statement, which will contain important information
about the proposed transaction and related matters. BEFORE
MAKING A VOTING DECISION, STOCKHOLDERS OF CBMG ARE URGED TO
READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT CBMG, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Stockholders may obtain
free copies of the proxy statement and other documents
(when available) that CBMG files with the SEC through the
website maintained by the SEC at www.sec.gov. Copies of
the documents filed with the SEC by CBMG will also be
available free of charge on CBMG's website at
https://www.cellbiomedgroup.com or by directing a request to
Cellular Biomedicine Group, Inc., Attn: Derrick C. Li, Head of Strategy and Investor
Relations, CBMG or by calling (301) 825 5320.
Participants in the Solicitation
CBMG and certain of its directors, executive officers and
employees may be deemed to be participants in the solicitation of
proxies from CBMG's stockholders in connection with the proposed
transaction. Information regarding the ownership of CBMG securities
by CBMG's directors and executive officers is included in their SEC
filings on Forms 3, 4 and 5, and additional information about
CBMG's directors and executive officers is also available in CBMG's
proxy statement for its 2020 annual meeting of stockholders filed
with the SEC on April 29, 2020 and is supplemented by other
filings made, and to be made, with the SEC by CBMG. Additional
information regarding persons who may be deemed participants in the
solicitation of proxies from CBMG's stockholders in connection with
the proposed transaction, including a description of their
respective direct or indirect interests, by security holdings or
otherwise, will be included in the proxy statement described above
when it is filed with the SEC. These documents are or will be
available free of charge as described above.
Forward-Looking Statements
Statements in this press release relating to plans, strategies,
specific activities, and other statements that are not descriptions
of historical facts, including our statements regarding enrollment
of clinical trial patients and expectations relating to the
development, safety and efficacy of our drugs, may be
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
information is inherently subject to risks and uncertainties, and
actual results could differ materially from those currently
anticipated due to a number of factors, which include any risks
detailed from time to time in CBMG's reports filed with the
Securities and Exchange Commission, Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K,
including risks relating to the impact of the COVID-19 pandemic on
our operations, including risks associated with the evolving
COVID-19 pandemic and actions taken in response to it. Generally,
the words "believes," "anticipates," "may," "will," "should,"
"could," "expect," "plans," "intend," "estimate," "projects,"
"presents," "potential," "continue" and similar expressions or the
negative thereof or comparable terminology are intended to identify
forward-looking statements. Such forward-looking statements
include, among others, statements about the benefits of the
proposed transaction, including future financial and operating
results, plans, objectives, expectations for CBMG and other
statements that are not historical facts. Such statements are based
on the current beliefs and expectations of the management of CBMG
and are subject to significant risks and uncertainties outside of
CBMG's control. These risks and uncertainties include the
possibility that the anticipated benefits from the proposed
transaction will not be realized, or will not be realized within
the expected time periods; the occurrence of any event, change or
other circumstances that could give rise to termination of the
proposed transaction agreement; the failure of CBMG's stockholders
to adopt the Merger Agreement; operating costs, customer loss and
business disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or
suppliers) may be greater than expected following the announcement
of the proposed transaction; the retention of certain key employees
at CBMG; risks associated with the disruption of management's
attention from ongoing business operations due to the proposed
transaction; the inability to obtain necessary regulatory approvals
for the proposed transaction or the receipt of such approvals
subject to conditions that are not anticipated; the risk that a
condition to closing the transaction may not be satisfied on a
timely basis or at all; the risk that the proposed transaction
fails to close for any other reason; the outcome of any legal
proceedings related to the proposed transaction; the parties'
ability to meet expectations regarding the timing and completion of
the proposed transaction; the impact of the proposed transaction on
the Company's credit rating; and other risks described in CBMG's
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K filed with the SEC. These statements
reflect our current views with respect to future events or to our
future activities and involve known and unknown risks,
uncertainties and other factors which may cause our actual
activities, actions or achievements to be materially different from
any future activities, actions or achievements expressed or implied
by the forward-looking statements. Given these uncertainties, you
should not place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Except as
otherwise required by law, CBMG does not undertake any obligation,
and expressly disclaims any obligation, to update, alter or
otherwise revise any forward-looking statements, whether written or
oral, that may be made from time to time, whether as a result of
new information, future events or otherwise.
Company/Investor Contact:
Derrick C. Li
Head of Strategy and Investor Relations, CBMG
Phone: 917-717-0994
Email: derrick.li@cellbiomedgroup.com
View original content to download
multimedia:http://www.prnewswire.com/news-releases/cellular-biomedicine-group-cbmg-enters-into-definitive-merger-agreement-transaction-would-result-in-company-going-private-301110737.html
SOURCE Cellular Biomedicine Group