Leading Investor Group Issues Statement Following China Biologic’s Dilutive Private Placement of Shares
August 24 2018 - 12:35PM
Business Wire
A consortium composed of Mr. David (Xiaoying) Gao, GL Capital
Group, Bank of China Group Investment Limited and CDH Investments
(the “Consortium”) today issued the following statement following
China Biologic Products Holdings, Inc.’s (“China Biologic” or the
“Company”) (NASDAQ: CBPO) decision to conduct a dilutive private
placement and reject the Consortium’s non-binding proposal to
acquire all of the outstanding common shares of the Company for
US$118.00 per share in cash. The Consortium’s proposal represented
an approximate 30% premium to China Biologic’s closing share price
on August 16, 2018, the last trading day before its proposal was
conveyed.
“We are deeply disappointed that China Biologic's Board has
rejected our compelling proposal to deliver immediate and
significant value to all shareholders. Instead of meaningfully
engaging with us, the Board has hastily arranged a private
placement of shares to a select handful of investors, including a
fund affiliated with the Chairman, at a steep discount to the price
that we proposed, substantially diluting the remainder of the
Company's shareholders. We will evaluate all our options, including
legal action, to hold the Board accountable and ensure that they
act in the best interests of all shareholders.”
Goldman Sachs is acting as financial advisor to the Consortium,
Skadden, Arps, Slate, Meagher & Flom LLP is acting as its U.S.
legal advisor, and Conyers, Dill & Pearman is acting as its
Cayman Islands legal advisor.
Forward-Looking Statements
This communication may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not limited
to, statements regarding the Consortium’s offer to acquire the
Company, its financing of the proposed transaction, its expected
future performance (including expected results of operations,
financial condition, strategy and plans). Forward-looking
statements may be identified by the use of the words “anticipates,”
“expects,” “intends,” “plans,” “should,” “could,” “would,” “may,”
“will,” “believes,” “estimates,” “potential,” “target,”
“opportunity,” “tentative,” “positioning,” “designed,” “create,”
“predict,” “project,” “seek,” “ongoing,” “upside,” “increases” or
“continue” and variations or similar expressions. These statements
are based upon the current expectations and beliefs of the
Consortium and are subject to numerous assumptions, risks and
uncertainties that change over time and could cause actual results
to differ materially from those described in the forward-looking
statements. These assumptions, risks and uncertainties include, but
are not limited to, assumptions, risks and uncertainties discussed
in the Company's most recent annual or quarterly report filed with
the Securities and Exchange Commission (the “SEC”) and assumptions,
risks and uncertainties relating to the Consortium's proposed
acquisition, which will be detailed from time to time in the
Company's and/or the Consortium's filings with the SEC, which
factors are incorporated herein by reference.
Important factors that could cause actual results to differ
materially from the forward-looking statements we make in this
communication are set forth in other reports or documents that we
file from time to time with the SEC and, and include, but are not
limited to:
- the ultimate outcome of any possible
transaction between the Consortium and the Company;
- if a transaction between the Consortium
and the Company were to occur, the ultimate outcome and the
effects of the transaction, including the Company’s future
financial condition, operating results, strategy and plans;
- ability to obtain regulatory approvals
and meet other closing conditions to the transaction, including all
necessary approvals from the shareholders of the Company, on a
timely basis;
- the availability and access of funds
sufficient to meet our equity and debt financing required to
consummate the transaction in a timely manner; and
- the risks and uncertainties detailed by
the Company with respect to its business as described in its
reports and documents filed with the SEC.
All forward-looking statements attributable to us or any person
acting on our behalf are expressly qualified in their entirety by
this cautionary statement. Readers are cautioned not to place undue
reliance on any of these forward-looking statements. These
forward-looking statements speak only as of the date hereof. The
Consortium undertakes no obligation to update any of these
forward-looking statements to reflect events or circumstances after
the date of this communication or to reflect actual outcomes.
Additional Information
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
relates to a preliminary non-binding proposal which the Consortium
has made for an acquisition transaction with the Company. In
furtherance of the Consortium’s acquisition proposal and subject to
future developments, the Consortium (and, if a negotiated
transaction is agreed, the Company) may file one or more proxy
statements or other documents with the SEC. This communication is
not a substitute for any proxy statement or other documents the
Consortium and/or the Company may file with the SEC in connection
with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF
THE COMPANY ARE URGED TO READ THE PROXY STATEMENT(s) AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy
statement(s) (if and when available) will be mailed to stockholders
of the Company, as applicable. Investors and security holders will
be able to retrieve and review, free of charge, these documents (if
and when available) and other documents filed with the SEC by the
Consortium and/or the Company through the web site maintained by
the SEC at http://www.sec.gov.
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Sard Verbinnen & CoRon Low/Yin Ai+852 3842
2200RLow@sardverb.com or YAi@sardverb.comorMatt Benson/Hannah
Dunning/Alyssa Linn+1 212 687 8080/+1 415 618 8750/+1 310 201
2040MBenson@sardverb.com or HDunning@sardverb.com
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