SHENZHEN, China, Aug. 3, 2011 /PRNewswire-Asia/ -- Global Pharm
Holdings Group, Inc. (OTCBB:GPHG) ("Global Pharm" or the
"Company"), a China-based growing
vertically integrated pharmaceutical company engaged in
pharmaceutical-related products distribution, and Traditional
Chinese Medicine ("TCM") herbs cultivation and processing business
through its subsidiaries in Anhui,
Jilin and Shandong provinces, today announced that, on
August 3, 2011, the Company entered
into a Share Purchase Agreement (the "Acquisition Agreement") with
each of the four shareholders (each a "Seller" and collectively the
"Sellers"), and completed the acquisition. Pursuant to the
Acquisition Agreement, the Sellers agreed to sell and the Company
agreed to purchase the aggregate of 50,000 ordinary shares ("Sale
Shares") in Quantum Magic Integrator Fund Co., Limited, a company
incorporated and existing under the laws of the British Virgin Islands ("Quantum"),
representing the entire issued share capital of Quantum. The
consideration for the Sale Shares is US$9,000,000, to be paid in full by the Company
by issuing the Consideration Shares (as defined under the
Acquisition Agreement) to the Sellers within 90 days after the
Closing Date (as defined in the Acquisition Agreement). The number
of the Consideration Shares to be issued to the Sellers shall be
equal to US$9,000,000 divided by the
fair market value of the Company's issued and outstanding common
stock as at the Closing Date, as determined by a third-party valuer
selected by the Company at its discretion. With the completion of
this acquisition, Quantum becomes a wholly owned subsidiary of the
Company.
On the date of the Acquisition Agreement, Global Pharm and the
Sellers also entered into a Share Pledge Agreement pursuant to
which the Sellers pledge 10% of the Consideration Shares to Global
Pharm to secure the Sellers' covenants and undertakings in relation
to Quantum's financial performance for the financial year ending
December 31, 2011 as set forth in the
Acquisition Agreement.
Quantum owns 100% equity interest of Hong Kong Celestial Asia
Pharmaceutical Investment Group Ltd. ("Celestial Asia Pharm"), a
Hong Kong holding company who owns
100% equity interest of Shandong Hua Wei Pharmaceutical Co., Ltd.
("Shandong Hua Wei"). Shandong Hua Wei, incorporated on
March 18, 1998 in Weifang city of
Shandong Province under the law of
PRC, engages in pharmaceutical-related products distribution
business in China. Shandong Hua
Wei owns a modern GSP-certified pharmaceutical logistical center of
approximately 16,000 square meters (approximately 172,224 square
feet), and is ranked the third in market share in Weifang
pharmaceutical distribution market, with an annual sales of
approximately RMB 275 million
(approximately USD $42,774,100). In
March 2011, Shandong Hua Wei was
nominated as the candidate of Modern Pharmaceutical Logistics Pilot
Enterprise by SFDA of Shandong
Province and obtained the qualification of intensive bidding
procurement and delivery eligibility for primary medical
institutions in Shandong Province.
With the completion of the acquisition, Shandong Hua Wei becomes an
indirectly wholly owned subsidiary of the Company.
"The successful completion of this acquisition underscores our
ongoing commitment to becoming a regional leader and industry
integrator in pharmaceutical-related products distribution
business," stated Mr. Yunlun Yin, Chief Executive Officer of Global
Pharm. "Followed by earlier successful acquisitions of two
city-level pharmaceutical distributors in Tai'an and Zibo, this
addition continuously expands our sales coverage in Shandong Province. Additionally, this
acquisition allows us to further extend our existing product
offering and cement our position in the Shandong pharmaceutical market. We will
continue to seek opportunities to accelerate our penetration of the
rapid consolidating PRC pharmaceutical distribution industry and
expand our market presence by selectively acquiring of more
pharmaceutical distributors."
About Quantum
Quantum incorporated in the British
Virgin Islands on April 19,
2010, controls 100% equity interest of Celestial Asia.
Celestial Asia Pharm, a Hong Kong holding company incorporated on
August 24, 2009 under the Company
Ordinance of Hong Kong, controls
100% equity interest of Shandong Hua Wei.
About Shandong Hua Wei
Shandong Hua Wei incorporated on March
18, 1998 in Weifang city of Shandong province under the law of PRC,
engages in pharmaceutical-related products distribution business in
China. Currently, it operates a
GSP-certified modern pharmaceutical logistics warehouse of over
16,000 square meters(approximately 172,224 square feet) in the
economic development zone of Weifang City. On March 8, 2011, it was named as one of the second
group of Modern Pharmaceutical Logistics Pilot Enterprises. It has
over 1,900 customers, including: city hospitals, county hospitals,
clinics and community health care institutions, retail drugstores
and other pharmaceutical distributors. Currently, Shandong Hua Wei
operates over 10,000 types of products, including 700 products with
exclusivity in Shandong Province.
Its major varieties include: prescription drugs, OTC drugs,
health-care drugs, disinfection-related products, medical
instruments and special drugs.
About Global Pharm
Global Pharm Holdings Group, Inc., a growing integrated
pharmaceutical company, is engaged in pharmaceutical distribution,
Traditional Chinese Medicine (TCM) herb plantation and herbal
pieces processing business in China. Headquartered in Shenzhen, Global Pharm operates its
pharmaceuticals distribution business through five subsidiaries,
operates its TCM herbs cultivation business through three
subsidiaries, operates its herbal pieces processing business
through one subsidiary, located in Shandong, Anhui, and Jilin provinces. At March 31, 2011, Global Pharm owns GSP-certified,
modern logistics distribution centers totally occupying
approximately 237,400 square feet, manages over 9,000 inventory
products, and leases approximately 1,800 acres of herbal
cultivation land. The Company focuses on building regional
distribution channels, as well as local capillary sales network
with high-margin products portfolio. Currently, its sales network
covers Shandong, Jilin and Anhui provinces, as well as other developed
provinces in China. Global Pharm
intends to establish an integrated value chain in pharmaceutical
industry through strategic acquisitions within TCM production,
pharmaceutical distribution and retail sectors. Global Pharm
anticipates it will achieve a solid distribution capacity and
develop into a major rapid-growing and profitable pharmaceutical
company. For further information, please visit the Company's
corporate website at http://www.globalpharmholdings.com.
Forward-looking Statements
Certain statements set forth in this press release contain or
may contain forward-looking statements and information that are
based upon beliefs of, and information currently available to, our
management as well as estimates and assumptions made by our
management. Such statements reflect the current view of our
management with respect to future events and are subject to risks,
uncertainties, assumptions and other factors as they relate to our
industry, our operations and results of operations, plans for
future facilities, capital-expenditure plans and any businesses
that we may acquire. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the
U.S. federal securities laws, we do not intend to update any of the
forward-looking statements to conform them to actual results.
For
Additional Information Contact
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Global Pharm Holdings
Group, Inc.
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Ms. Susan Liu
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Phone: +86-755-3693-9373
(Shenzhen, China)
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Email: susanliu@globalpharmholdings.com
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SOURCE Global Pharm Holdings Group, Inc.