BEIJING, Aug. 24, 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 the Company's
board of directors (the "Board") has received a letter dated
August 23, 2018 from CITIC Capital MB
Investment Limited, an affiliate of CITIC Capital Holdings Limited
("CITIC"), withdrawing its preliminary non-binding proposal dated
June 11, 2018, with immediate effect.
The Company further announced that the Board has unanimously
decided to reject the previously announced preliminary non-binding
proposal dated August 17, 2018 from
the 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.
After careful review of the Consortium's proposal, the Board has
unanimously determined that it is not in the best interests of the
Company and its shareholders as it did not reflect the intrinsic
value of the Company and would abrogate the shareholders'
opportunity to enjoy the long-term return from the Company's
execution of its business strategy of growing into a leading global
biopharmaceutical company.
In addition, the Company announced that it has entered into
definitive agreements (the "Share Purchase Agreements") for the
issuance and sale of an aggregate of 5,850,000 ordinary shares of
the Company, which represents 14.9% of the enlarged share capital
post the issuance and is expected to raise gross proceeds of
approximately US$590
million. The Company intends to use such proceeds to
support its business expansion plan and strategic acquisitions.
Under the Share Purchase Agreements, Centurium Capital Management
Ltd. ("Centurium"), CITIC, Hillhouse Capital Management, Ltd.
("Hillhouse"), each via its respective investment vehicle(s), and
PW Medtech Group Limited ("PWM", and together with Centurium, CITIC
and Hillhouse, the "Investors") will subscribe for and purchase
3,050,000, 1,000,000, 1,000,000 and 800,000, respectively, newly
issued ordinary shares of the Company at a per share purchase price
of US$100.90, representing the closing price per share as quoted
by the NASDAQ Global Market on August 23,
2018, and a premium of 2.5% and 7.9%, respectively, over the
Company's 30 and 90 trading day volume weighted average price as
quoted by the NASDAQ Global Market through August 23, 2018.
The closings of the transactions are subject to customary
conditions, and the first tranche consisting of an aggregate of
US$383.42 million investment from
Centurium, CITIC and Hillhouse is expected to close today. The rest
of the investment is expected to close within 30 days from today.
Upon the consummation of all the closings, Centurium, CITIC,
Hillhouse and PWM will beneficially own approximately 7.76%, 6.82%,
6.63% and 16.08% of the Company's total outstanding shares,
respectively. In connection with the subscription for the new
shares, each of the Investors has agreed to certain transfer
restrictions, including a two-year lockup of the shares acquired in
this transaction, transfer restrictions with respect to the
Company's competitors, and voting agreement in accordance with the
Board's recommendations at the Company's shareholders'
meetings.
Centurium is affiliated with two directors of the Board, Mr.
David Hui Li and Mr. Joseph Chow, and PWM is the single largest
shareholder of the Company with a director representative, Ms.
Yue'e Zhang, on the Board. Therefore, the Board formed a special
committee consisting of two independent directors, Dr. Yungang Lu
and Mr. Qi Ning to negotiate and evaluate the Share Purchase
Agreements and the transactions contemplated thereby. After careful
deliberation and upon the recommendation of the special committee,
the Board with the affiliated directors abstaining from
deliberating and voting, unanimously approved the Share Purchase
Agreements and the transactions contemplated thereby.
"We are delighted to be partnering with this group of highly
respected and experienced investors to accompany China Biologic as
we grow and evolve into a world leading biopharmaceutical company,"
said Dr. Bing Li, CEO of China Biologic. "Through the
additional capital and strategic partnerships gained through this
private placement, China Biologic will be very well situated to
acquire and develop the leading technologies and assets that will
help drive exceptional shareholder value for the long term. I am
confident that we now have the right management team, strategy, and
committed investor base to fully realize China Biologic's potential
as an industry leader."
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, the expected timing of the completion of the private
placement, the Company's future business development and
strategies, and those other 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
For Media:
The Foote Group
Mr. Philip Lisio
Phone : +(86)13501166560
Email : phil@thefootegroup.com
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SOURCE China Biologic Products Holdings, Inc.