BEIJING, March 1, 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, at an
extraordinary general meeting (the "EGM") held today, the Company's
shareholders voted in favor of 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"),
pursuant to which, Merger Sub will be merged with and into the
Company with the Company continuing as the surviving company and
becoming a wholly owned subsidiary of Parent (the
"Merger"), the plan of merger (the "Plan of Merger") required
to be filed with the Registrar of Companies of the Cayman Islands, and the transactions
contemplated thereby, including the Merger.
Approximately 84.5% of the Company's total ordinary shares
outstanding as of the close of business in the Cayman Islands on the record date of
February 1, 2021 voted in person or
by proxy at the EGM. Of the ordinary shares voted at the EGM,
approximately 92.2% voted in favor of the proposal to authorize and
approve the Merger Agreement, the Plan of Merger and the
transactions contemplated thereby, including the Merger. The Merger
Agreement, the Plan of Merger and the transactions contemplated
thereby, including the Merger, were therefore duly authorized and
approved by way of special resolutions as required by, and in
compliance with, the Companies Act of the Cayman Islands (the "Companies Act").
The completion of the Merger is subject to the satisfaction or
waiver of the closing conditions set forth in the Merger Agreement.
One of the conditions to the obligations of Parent and Merger Sub
to consummate the Merger is that the aggregate amount of ordinary
shares owned by holders who have validly exercised and not
effectively withdrawn or lost their rights to dissent from the
Merger pursuant to Section 238 of the Companies Act shall be less
than 8% of the total outstanding shares of the Company immediately
prior to the effective time of the Merger. Prior to the vote being
taken at the EGM, the Company had received notices of objection
from certain shareholders that in the aggregate hold more than 8%
of the total outstanding shares of the Company. The Company will
give notices of authorization to those objecting shareholders in
due course as required by the Companies Act. If objecting
shareholders that in aggregate hold at least 8% of the outstanding
shares of the Company immediately prior to the effective time of
the Merger ultimately deliver notices of dissent pursuant to
Section 238 of the Companies Act, this closing condition will not
be satisfied and Parent and Merger Sub will have the right to
either waive this closing condition or decide not to proceed with
the consummation of 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.
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.