BEIJING, Jan. 25, 2021 /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 it has called
an extraordinary general meeting of shareholders (the "EGM") to be
held on March 1, 2021 at 10:00
a.m. (Beijing time), at
the principal office of the Company located at 18th Floor, Jialong
International Building, 19 Chaoyang Park Road, Chaoyang District,
Beijing, China, to consider and
vote on, among other matters, the proposal to authorize and approve
the previously announced agreement and plan of merger, dated as of
November 19, 2020 (the "Merger
Agreement"), among the Company, CBPO Holdings
Limited ("Parent") and CBPO Group Limited ("Merger Sub"),
the plan of merger required to be filed with the Registrar of
Companies of the Cayman Islands
(the "Plan of Merger") and the transactions contemplated thereby,
including the Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, at the
effective time of the Merger, Merger Sub will merge with and into
the Company, with the Company continuing as the surviving company
and a wholly-owned subsidiary of Parent (the "Merger"). If
consummated, the Merger would result in the Company becoming a
privately held company and its ordinary shares would no longer be
listed on the Nasdaq Global Select Market. In addition, the
Company's ordinary shares would cease to be registered under
Section 12 of the Securities Exchange Act of 1934 following the
consummation of the Merger.
The Company's board of directors (the "Board"), acting upon
the unanimous recommendation of a special committee of the Board,
composed entirely of independent directors unrelated to the
management of the Company or the buyer group, authorized and
approved the Merger Agreement, the Plan of Merger and the
transactions contemplated thereby, including the Merger. The Board
recommends that the Company's shareholders vote FOR, among other
things, the proposal to authorize and approve the Merger Agreement,
the Plan of Merger and the transactions contemplated thereby,
including the Merger.
Shareholders of record as of the close of business in the
Cayman Islands on February 1, 2021 will be entitled to attend
and vote at the EGM and any adjournment thereof.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the proxy statement attached as
Exhibit (a)-(1) thereto, as amended, filed with the U.S.
Securities and Exchange Commission (the "SEC"), which can be
obtained, along with other filings containing information about the
Company, the Merger and related matters, without charge, from the
SEC's website (http://www.sec.gov). In addition, the Company's
proxy materials (including the definitive proxy statement) will be
mailed to the shareholders of the Company. Requests for additional
copies of the definitive proxy statement should be directed to
Issuer Direct Corporation, the Company's proxy solicitor, at +1
(919) 481-4000, or by email at proxy@issuerdirect.com.
SHAREHOLDERS AND OTHER INVESTORS OF THE COMPANY ARE URGED TO
READ, CAREFULLY AND IN THEIR ENTIRETY, THESE MATERIALS AND OTHER
MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME
AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, THE MERGER AND RELATED MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from its
shareholders with respect to the Merger and related matters.
Information regarding the persons or entities who may be considered
"participants" in the solicitation of proxies is set forth in the
Schedule 13E-3 transaction statement relating to the Merger and the
definitive proxy statement attached thereto. Further information
regarding persons or entities who may be deemed participants,
including any direct or indirect interests they may have, is also
set forth in the definitive proxy statement.
This announcement is for information purposes only and does not
constitute an offer to purchase or the solicitation of an offer to
sell any securities or a solicitation of any proxy, vote or
approval with respect to the proposed transaction or otherwise, nor
shall it be a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
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". 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.
The risks and uncertainties include the possibility that the Merger
will not occur as planned if events arise that result in the
termination of the Merger Agreement, if the expected financing for
the Merger is not available for any reason, or if one or more of
the various closing conditions to the Merger are not satisfied or
waived, and other risks and uncertainties regarding the Merger
Agreement and the Merger discussed in the Schedule 13E-3
transaction statement and the proxy statement filed by the Company
with the SEC. A number of factors could cause actual results to
differ materially from those contained in any forward-looking
statement. Investors should not place undue reliance on these
forward-looking statements, which speak only as of the date of this
news release. 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
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SOURCE China Biologic Products Holdings, Inc.