BEIJING, Sept. 18, 2019 /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 a preliminary non-binding
proposal letter, dated September 18,
2019, from Beachhead Holdings Limited, CITIC Capital China
Partners IV, L.P., PW Medtech Group Limited, Parfield International Ltd., HH
Sum-XXII Holdings Limited and V-Sciences Investments Pte. Ltd
(collectively, the "Buyer Group"), proposing to acquire all of the
outstanding ordinary shares of the Company not already owned by the
Buyer Group for US$120 per share in
cash in a "going private" transaction (the "Transaction").
A copy of the proposal letter is attached as Annex A to this
press release.
In connection with the submission of the proposal letter by the
Buyer Group and the Transaction, the Board has determined that each
member of the Buyer Group shall be an "exempt person" under the
Company's currently effective preferred shares rights
agreement.
The Board cautions the Company's shareholders and others
considering trading in its securities that the Board just received
the non-binding proposal letter from the Buyer Group and no
decisions have been made with respect to the Company's response to
the Transaction. There can be no assurance that any definitive
offer will be made, that any agreement will be executed or that
this or any other transaction will be approved or consummated. The
Company does not undertake any obligation to provide any updates
with respect to this or any other transaction, 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. Since the
acquisition of TianXinFu (Beijing)
Medical Appliance Co., Ltd. in 2018, China Biologic is also engaged
in the sale of medical devices, primarily regenerative medical
biomaterial products. 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,
quality of purchased source plasma, potential delay or failure to
complete construction of new collection facilities, potential
inability to pass government inspection and certification process
for existing and new facilities, potential inability to achieve the
designed collection capacities at the new collection facilities,
potential inability to achieve the expected operating and financial
performance, potential inability to find alternative sources of
plasma, potential inability to increase production at permitted
sites, potential inability to mitigate the financial consequences
of a temporarily reduced raw plasma supply through cost cutting or
other efficiencies, and potential additional regulatory
restrictions on its operations and those additional 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
Email: ir@chinabiologic.com
The Foote Group
Mr. Philip Lisio
Phone: +86-135-0116-6560
Email: phil@thefootegroup.com
Annex A
Preliminary Non-binding Proposal to Acquire
China Biologic Products Holdings, Inc.
September 18, 2019
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 Sirs:
Beachhead Holdings Limited, CITIC Capital China Partners IV,
L.P., PW Medtech Group Limited,
Parfield International Ltd., HH Sum-XXII Holdings Limited
and V-Sciences Investments Pte. Ltd (collectively, the
"Consortium Members" and the consortium so formed, the
"Consortium"), are pleased to submit this preliminary
non-binding proposal to acquire China Biologic Products Holdings,
Inc. (the "Company") in a going private transaction (the
"Acquisition").
We believe that our proposal provides a very attractive
opportunity to the Company's shareholders. Our proposal represents
a 16.8% premium to the closing price on the last trading day prior
to the date of this proposal and a premium of 21.1% and 23.9% to
the volume-weighted average price during the last 30 and 60 trading
days, respectively.
1. Consortium. The Consortium Members have entered into a
consortium agreement (the "Consortium Agreement") dated as
of the date hereof, pursuant to which we will form an acquisition
company for the purpose of implementing the Acquisition, and have
agreed to work with each other in pursuing the Acquisition. The
Consortium Members in the aggregate beneficially own approximately
58.0% of the total issued and outstanding share capital of the
Company.
2. Purchase Price. The consideration payable for each ordinary
share of the Company, par value $0.0001 per share, will be US$120 in cash (other than those ordinary shares
held by the Consortium Members that may be rolled over in
connection with the Acquisition).
3. Closing Certainty; Funding. We believe that we offer a high
degree of closing certainty and are well positioned to negotiate
and complete the proposed Acquisition on an expedited basis. We
intend to finance the Acquisition with a combination of equity and
debt capital and we expect the commitments for the required equity
and debt funding, subject to the terms and conditions set forth
therein, to be in place when the Definitive Agreements (as defined
below) are signed. Equity financing will be provided by the
Consortium Members and any additional members we may accept into
the Consortium and we are highly confident that the debt financing
will be secured.
4. Due Diligence. We have engaged Kirkland &
Ellis and Wilson Sonsini Goodrich
& Rosati as our international legal counsels. We have
significant experience in structuring and consummating transactions
of this nature and would expect to complete due diligence on an
expedited basis. We and our advisors are prepared and ready to
engage in the next stage of discussions.
5. Definitive Agreements. We are prepared to promptly negotiate
and finalize definitive agreements (the "Definitive
Agreements") providing for the Acquisition and related
transactions. These documents will provide for representations,
warranties, covenants and conditions that are typical, customary
and appropriate for transactions of this type. We anticipate
that the Definitive Agreements will be completed in parallel with
due diligence.
6. Process. We believe that the Acquisition will provide
superior value to the Company's shareholders. We expect that the
Company's Board of Directors will establish a special committee
comprised of independent and disinterested directors of the Company
(the "Special Committee"). Given certain Consortium Members
have representatives on the Company's Board of Directors, we expect
that the Special Committee and its advisors will be exclusively
authorized to consider and negotiate with us the proposed
Acquisition, including the Definitive Agreements, and that no other
members of management or any other directors other than the members
of the Special Committee will participate in any deliberations and
decisions related to the Acquisition unless their involvement is
approved by the Special Committee.
In considering our offer, you should be aware that the
Consortium Members do not intend to sell their stake in the Company
to any third party.
7. No Binding Commitment. This letter 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.
In closing, we would like to express our commitment to work
together to bring this Acquisition to a successful and timely
conclusion. Should you have any questions regarding this proposal,
please do not hesitate to contact us. We look forward to hearing
from you.
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blank]
Sincerely,
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Beachhead Holdings
Limited
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By:
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/s/ Hui
Li
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Name:
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HUI LI
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Title:
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Director
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Sincerely,
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CITIC Capital
China Partners IV, L.P.
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By: CCP IV GP LTD,
its general partner
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By:
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/s/ Rikizo
Matsukawa
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Name:
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Rikizo
Matsukawa
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Title:
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Director
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Sincerely,
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PW Medtech Group
Limited
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By:
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/s/ Yue'e
Zhang
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Name:
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Yue'e
Zhang
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Title:
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Director
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Sincerely,
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Parfield
International Ltd.
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By:
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/s/ Marc
Chan
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Name:
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Marc
Chan
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Title:
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Director
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Sincerely,
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HH Sum-XXII
Holdings Limited
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By:
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/s/ Colm
O'Connell
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Name:
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Colm
O'Connell
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Title:
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Authorized
Signatory
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Sincerely,
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V-Sciences
Investments Pte. Ltd
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By:
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/s/ Khoo
Shih
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Name:
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Khoo
Shih
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Title:
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Authorised
Signatory
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SOURCE China Biologic Products Holdings, Inc.