BEIJING, Aug. 21, 2018 /PRNewswire/ -- China Biologic
Products Holdings, Inc. (NASDAQ: CBPO) ("China Biologic" or the
"Company"), a leading fully integrated plasma-based
biopharmaceutical company in China, today announced that its board of
directors (the "Board") has received an unsolicited, preliminary
non-binding proposal letter from a consortium (the "Consortium")
consisting of Feng Tai Global Limited, a company beneficially owned
by Mr. David (Xiaoying) Gao, the
former Chairman and CEO of the Company, GL Sandrose Investment
L.P., World Investments Limited and CDH Utopia Limited to acquire
all of the outstanding shares of the Company not already owned by
the Consortium for US$118 per share
in cash (the "Consortium Proposal"). A copy of the proposal letter
from the Consortium is attached hereto as Annex A. The Company
previously announced its receipt of the unsolicited, preliminary
non-binding proposal letter from CCRE Holdings Limited to acquire
all of the outstanding shares of the Company for US$110 per share in cash (the "CITIC
Proposal").
The Board cautions the Company's shareholders and others
considering trading in the Company's securities that the Board is
reviewing and evaluating the Consortium Proposal and the CITIC
Proposal and no decisions have been made with respect to the
Company's response to the Consortium Proposal or the CITIC
Proposal. There can be no assurance that any definitive offer will
be made, that any agreement will be executed or that the Consortium
Proposal, the CITIC 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 China Biologic Products Holdings, Inc.
China Biologic Products Holdings, Inc. (NASDAQ: CBPO) is a
leading fully integrated plasma-based biopharmaceutical company in
China. The Company's products are
used as critical therapies during medical emergencies and for the
prevention and treatment of life-threatening diseases and
immune-deficiency related diseases. China Biologic is headquartered
in Beijing and manufactures over
20 different dosage forms of plasma products through its indirect
majority-owned subsidiary, Shandong Taibang Biological Products
Co., Ltd. and its wholly owned subsidiary, Guizhou Taibang
Biological Products Co., Ltd. The Company also has an equity
investment in Xi'an Huitian Blood Products Co., Ltd. The Company
sells its products to hospitals, distributors and other healthcare
facilities in China. For
additional information, please see the Company's website
www.chinabiologic.com.
Safe Harbor Statement
This news release may contain certain "forward-looking
statements" relating to the business of China Biologic Products
Holdings, Inc. and its subsidiaries. All statements, other than
statements of historical fact included herein, are "forward-looking
statements." These forward-looking statements are often identified
by the use of forward-looking terminology such as "intend,"
"believe," "expect," "are expected to," "will," or similar
expressions, and involve known and unknown risks and uncertainties.
Although the Company believes that the expectations reflected in
these forward-looking statements are reasonable, they involve
assumptions, risks, and uncertainties, and these expectations may
prove to be incorrect. Investors should not place undue reliance on
these forward-looking statements, which speak only as of the date
of this news release. The Company's actual results could differ
materially from those anticipated in these forward-looking
statements as a result of a variety of factors, including, without
limitation, those risks and uncertainties discussed in the
Company's periodic reports that are filed with the Securities and
Exchange Commission and available on its website
(http://www.sec.gov). All forward-looking statements attributable
to the Company or persons acting on its behalf are expressly
qualified in their entirety by these factors. Other than as
required under the securities laws, the Company does not assume a
duty to update these forward-looking statements.
Contact:
China Biologic Products Holdings, Inc.
Mr. Ming Yin
Senior Vice President
Phone: +86-10-6598-3099
Email: ir@chinabiologic.com
ICR Inc.
Mr. Bill Zima
Phone: +1-646-405-5191
E-mail: bill.zima@icrinc.com
Annex A – Proposal Letter from the Consortium
August 17, 2018
The Board of Directors
China Biologic Products Holdings, Inc.
18th Floor, Jialong International Building
19 Chaoyang Park Road
Chaoyang District, Beijing 100125
People's Republic of China
Dear Members of the Board of Directors:
Feng Tai Global Limited, a company beneficially owned by Mr.
David (Xiaoying) Gao ("Mr.
Gao"), GL Sandrose Investment L.P., a limited partnership
controlled and managed by GL Capital Group ("GL
Capital"), World Investments Limited, a company controlled
and managed by Bank of China Group Investment Limited
("BOCGI"), and CDH Utopia Limited, a company
controlled and managed by CDH Investments ("CDH",
together with Mr. Gao, GL Capital and BOCGI, the
"Consortium", "we" or
"us"), are pleased to submit this preliminary
non-binding proposal ("Proposal") to acquire all the
outstanding ordinary shares of China Biologic Products Holdings,
Inc. (the "Company") that are not already held by the
members of the Consortium (the "Acquisition").
We believe that our Proposal provides a very attractive
opportunity for the Company's shareholders to realize substantial
and immediate returns while ensuring long term growth and continued
investment in the Company's business. Subject to the Company's
agreement to redeem its rights plan, we would also welcome any
shareholders who are interested in joining our effort. Key terms of
our Proposal include:
- Consortium. Members of the Consortium intend to form an
acquisition company for the purpose of implementing the
Acquisition, and have agreed to work exclusively within the
framework of the Consortium in pursuing the Acquisition.
- Purchase Price. The consideration payable for each ordinary
share of the Company is proposed to be $118 per ordinary share in cash (in each case
other than those ordinary shares held by the members of the
Consortium). Our proposal represents a premium of approximately 30%
to the Company's closing price on August 16,
2018, and a premium of approximately 40% to the closing
price as of June 8, 2018, the last
trading day before the publication of the offer submitted to the
Board of the Company by CITIC Capital Holdings Limited.
- Funding. We intend to finance the Acquisition with a
combination of debt and equity capital. We have engaged Goldman
Sachs (Asia) LLC ("Goldman
Sachs") to act as our financial advisor and to arrange the
senior secured debt financing. We have received from Goldman Sachs
a highly confident letter dated the date hereof indicating that
Goldman Sachs is highly confident of its ability to fully
underwrite a senior secured credit facility for the Acquisition as
sole lead arranger, sole bookrunner and sole syndication agent.
Equity financing would be provided from and arranged by the members
of the Consortium.
- Process; Due Diligence. We believe that the Acquisition will
provide superior value to the Company's shareholders. We trust that
the Company's Board of Directors will evaluate the Acquisition
fairly and independently before it can make its determination to
endorse it. We have engaged Skadden, Arps, Slate, Meagher &
Flom LLP as our U.S. legal counsel and Conyers, Dill & Pearman
as our Cayman Islands legal
counsel. We believe that we will be in a position to complete
customary legal, financial and accounting due diligence for the
Acquisition in a timely manner and in parallel with discussions on
the Definitive Agreements. We believe that with the right
cooperation from the Company and its Board, we would be able to
enter into Definitive Agreements within four (4) weeks from the
start of the discussions.
- Definitive Agreements. We are prepared to promptly negotiate
and finalize definitive agreements (the "Definitive
Agreements") providing for the Acquisition and related
transactions while conducting our due diligence process. These
documents will provide for representations, warranties, covenants
and conditions which are typical, customary and appropriate for
transactions of this type.
- Confidentiality. Although we would have preferred to keep our
Proposal strictly private, certain members of the Consortium will
have to file with the SEC a Schedule 13D within ten (10) calendar
days of the date hereof. That filing will, as required by law, need
to disclose this letter and the formation of the Consortium as a
buyer group. Assuming we are working together in good faith towards
the Definitive Agreements, we would be pleased to coordinate a
joint press release to be issued at or prior to the time of the
Consortium's SEC filing.
- Business and Operations of the Company. The members of the
Consortium remain committed to continuing and building on the track
record of the Company as the leading plasma player in China. Through future investments in research
and development and in the infrastructure, we plan not only to
deliver significant returns to investors, but importantly
contribute to the improved care for patients in China.
- Management. It is our belief that in order to deliver on our
commitments of growth, we will need and seek continued support from
the Company's current management team. To that end, we would like
the management team to remain meaningful shareholders in the
business and we would plan, at the appropriate time, to engage in
relevant discussions with them.
- About Mr. Gao. Mr. Gao served as the Chairman and CEO of the
Company from March and May 2012 to
July 2018. During Mr. Gao's tenure at
the Company, the market capitalization of the Company grew from
around $250 million to more than
$3 billion, with diluted EPS growing
from $0.37 in 2011 before he took the
office to $2.38 in 2017, representing
a CAGR of 36%. Before joining the Company, Mr. Gao served in
various senior executive positions in private and public companies
in pharmaceutical and other industries, including the CEO of BMP
Sunstone Corporation (NASDAQ: BJGP), the Chairman of the Board of
Directors at BMP China, the President and CEO of Abacus Investments
Ltd., a private wealth management company, and various executive
positions at Motorola, Inc.
- About GL Capital. GL Capital is a Greater China healthcare-focused, value-driven
investment management group. Since inception in 2010, GL Capital
has developed a reputation as the partner-of-choice for leading
healthcare companies and demonstrated capability to add value to
its portfolio companies.
- About BOCGI. BOCGI is the principal direct investment platform
of Bank of China. Established in
1984, BOCGI has made extensive investment in various sectors
benefiting from China's economic
growth.
- About CDH. Established in 2002, CDH is a leading China-focused alternative asset manager with
approximately US$19 billion of assets
under management. Since inception, CDH has invested in more than
200 companies and has helped more than 60 companies successfully
list on international and China's
domestic stock exchanges.
- No Binding Commitment. This letter does not contain all matters
upon which agreement must be reached in order to consummate the
proposed Acquisition described above, constitutes only a
preliminary indication of our interest, and does not constitute any
binding commitment with respect to the Acquisition. A binding
commitment will result only from the execution of Definitive
Agreements, and then will be on terms and conditions provided in
such documentation. Nothing herein shall obligate any person to
engage in or continue discussions regarding the proposed
Acquisition, and any of us may terminate discussions at any time
for any reason or no reason. Any actions taken by any person in
reliance on this Proposal shall be at that person's own risk and
cost.
- Next Steps. We are ready to move rapidly to complete the
proposed Acquisition and are available to answer any questions
regarding our Proposal. We would like to receive a response to our
Proposal from the Company's Board by August
27, 2018.
In closing, we would like to express our commitment to working
together to bring this Acquisition to a successful and timely
conclusion. We look forward to hearing from you.
* *
* *
Sincerely,
FENG TAI GLOBAL LIMITED
By: /s/ David
(Xiaoying)
Gao
Name: David (Xiaoying) Gao
Title:
Director
GL SANDROSE INVESTMENT L.P.
By: /s/ Shirley
Lin
Name: Shirley Lin
Title:
Authorised Signer
WORLD INVESTMENTS LIMITED
By: /s/ Han
Li
Name: Han Li
Title:
Authorized Representative
CDH UTOPIA LIMITED
By: /s/ Shuge
Jiao
Name: Shuge Jiao
Title:
CEO
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SOURCE China Biologic Products Holdings, Inc.