BELLEVUE, Wash. and SEOUL, South Korea, Nov. 16,
2023 /PRNewswire/ -- Bellevue Life Sciences
Acquisition Corp. (Nasdaq: BLAC), a publicly traded special purpose
acquisition company ("BLAC"), and OSR Holdings Co., Ltd. ("OSR
Holdings"), a global healthcare holding company, announced today
that they have entered into a business combination agreement. Upon
closing of the transaction, outstanding shares of OSR Holdings held
by certain of the holders of OSR Holdings' common stock will be
exchanged for newly issued shares of BLAC common stock. Following
the closing, BLAC will own at least 60% of the outstanding shares
of OSR Holdings (and have the right to acquire the remainder of the
shares on or after January 1, 2025 or
2026 or in connection with a change in control of BLAC).
Concurrent with the closing of the business combination, BLAC
intends to change its name to OSR Biosciences, Inc. and have its
common stock and warrants be listed on Nasdaq Capital Market under
new ticker symbols.
Founded in 2019, OSR Holdings is a global healthcare holding
company from South Korea with
wholly owned operating subsidiaries in the biopharmaceutical and
medical device sectors. Current subsidiaries include: 1) Vaximm
that develops immunotherapy for cancer treatment, 2) Darnatein that
develops disease-modifying osteoarthritis drug (DMOAD), and 3) RMC
that distributes medical device for the treatment of neurovascular
and other diseases. On July 7, 2023,
OSR Holdings signed a non-binding letter of intent for a proposed
acquisition of Landmark BioVentures AG, a Swiss company that
operates through four different biotech ventures in France with therapeutic focuses on oncology
and immunology.
Vaximm is a Basel,
Switzerland-based drug development company developing T-cell
immunotherapies for cancer patients with its proprietary plug and
play platform technology for oral administration. Vaximm was
established as a spin-off from the German pharmaceutical company
Merck KGaA. Currently, Zaki Sellam,
a bio-healthcare business development specialist, serves as the
CEO.
Darnatein is a Incheon, South
Korea-based drug development company founded by Dr.
Choi Seung-hyun, a founding research
member of the Structural Biology Laboratory at Salk Institute, with
a focus on developing treatment for osteoarthritis. Darnatein aims
to address the unmet medical need for the current osteoarthritis
treatment, which is often limited to palliative or
anti-inflammatory effects, by utilizing its platform technology
designed to regenerate bone and cartilage.
RMC is a South Korean distribution agent of global medical
device manufacturers including Penumbra, Asahi-Intec, Microport,
and Zylox-Tonbridge. RMC is led by Chan Kyu
Park, a specialist in the field of vascular neurology. Mr.
Park was also a founding member of Hutem Co., Ltd., a company that
was acquired by a Kosdaq-listed company Hugel Co., Ltd. in
2015.
"I would like to express my sincere gratitude to our
shareholders who have shown unwavering trust and support to OSR
Holdings that led us to this accomplishment." said Sung Jae Yu, Chief Operating Officer of OSR
Holdings. "Through our business combination with BLAC, we plan to
further expand our portfolio by acquiring prospective healthcare
companies with innovative technology designed to better position
ourselves as a global leader in the healthcare industry".
"OSR Holdings possesses innovative technologies that enable the
developments of therapies for various diseases," said Dr.
Steven G. Reed, Chairman of the
Board of BLAC. "The signing of the business combination agreement
marks a significant milestone for OSR Holdings and is designed to
enhance its presence to newer heights in the global healthcare
industry.
About OSR Holdings
OSR Holdings is a global healthcare company that leverages its
international network of companies and development partners in the
Europe, South Korea and US
seeking to develop and license its pipeline of innovative
biomedical therapies based on proprietary platform technologies,
with the goal of addressing unmet medical needs. OSR Holdings
currently wholly-owns three operating subsidiaries in Switzerland and South Korea, two of which are focused on
developing therapeutic drugs in the areas of oncology and
osteoarthritis, and the third is a distributor of medical devices
for the treatment of neurovascular and other diseases. For more
information, visit www.osr-holdings.com.
About Bellevue Life Sciences Acquisition Corp
BLAC is a special purpose acquisition company that completed its
initial public offering in February 2023. BLAC's sponsor,
Bellevue Global Life Sciences Investors LLC, is an affiliate of
Bellevue Capital Management, LLC, a Bellevue, Washington-based global healthcare investment
firm. BLAC's sponsor management team has decades of combined
experience in healthcare investing and extensive experience in
mergers and acquisitions, investment banking, and investment
management including within the healthcare sector. For more
information, visit www.bellevuespac.com.
Additional Information and Where to Find It
BLAC will prepare a proxy statement/prospectus (the "BLAC proxy
statement/prospectus") to be filed with the U.S. Securities and
Exchange Commission (the "SEC") and mailed to BLAC's stockholders.
BLAC and OSR Holdings urge investors and other interested persons
to read, when available, the BLAC proxy statement/prospectus, as
well as other documents filed by BLAC with the SEC, because these
documents will contain important information about the proposed
business combination. Such persons can also read BLAC's Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K and its registration statement on Form S-1 for
its initial public offering, all as filed with the SEC for more
information about BLAC and the security holdings of its officers
and directors and their respective interests as security holders in
the consummation of the transactions described herein. The BLAC
proxy statement/prospectus, once available, and BLAC other reports
can be obtained, without charge, at the SEC's web site
(http://www.sec.gov).
Participants in the Solicitation
BLAC, OSR Holdings, and their respective directors, executive
officers and other members of their management and employees, under
SEC rules, may be deemed to be participants in the solicitation of
proxies of BLAC stockholders in connection with the proposed
business combination. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests of BLAC's directors and officers in its Annual Report on
Form 10-K for the fiscal year ended December 31,
2022, which was filed with the SEC on March 31, 2023, and its
registration statement on Form S-1 for its initial public
offering. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to
BLAC's stockholders in connection with the proposed business
combination will be set forth in the proxy statement/prospectus for
the proposed business combination when available. Information
concerning the interests of BLAC's and OSR Holdings' equity holders
and participants in the solicitation, which may, in some cases, be
different than those of BLAC's and OSR Holdings' equity holders
generally, will be set forth in the proxy statement/prospectus
relating to the proposed business combination when it becomes
available.
Forward Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. The expectations,
estimates, and projections of the businesses of BLAC and OSR
Holdings may differ from their actual results and consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as "expect," "estimate," "project,"
"budget," "forecast," "anticipate," "intend," "plan," "may,"
"will," "could," "should," "believes," "predicts," "potential,"
"continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements
include, without limitation, the satisfaction of the closing
conditions to the proposed business combination, the timing of the
completion of the proposed business combination and the future
performance of OSR Holdings, including the anticipated impact of
the proposed business combination on this performance. These
forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside of the control of BLAC and OSR Holdings, and are difficult
to predict. Factors that may cause such differences include, but
are not limited to: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
definitive agreement with respect to the proposed business
combination, (2) the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the
proposed business combination and any definitive agreements with
respect thereto; (3) the inability to complete the proposed
business combination, including due to failure to obtain approval
of the stockholders of BLAC or the failure of any other conditions
to closing; (4) the impact of the COVID-19 pandemic (or any other
global health disruption) on (x) the parties' ability to consummate
the proposed business combination and (y) the business of OSR
Holdings and the surviving company; (5) the receipt of an
unsolicited offer from another party for an alternative business
transaction that could interfere with the proposed business
combination; (6) the inability to obtain or maintain the listing of
the surviving company's common stock on Nasdaq or any other
national stock exchange following the proposed business
combination; (7) the risk that the announcement and consummation of
the proposed business combination disrupts the current plans and
operations of OSR Holdings; (8) the ability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, the ability of
the surviving company to continue to raise additional capital to
finance operations and to retain its key employees; (9) costs
related to the proposed business combination; (10) changes in
applicable laws or regulations; (11) the demand for OSR Holdings'
and the surviving company's technologies, products or product
candidates together with the possibility that OSR Holdings or the
surviving company may be adversely affected by other economic,
business, and/or competitive factors; (12) risks and uncertainties
related to OSR Holdings' business; and (13) other risks and
uncertainties included in (x) the "Risk Factors" sections of the
most recent Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q filed with the SEC by BLAC and (y) other documents filed
or to be filed with the SEC by BLAC. The foregoing list of factors
is not exclusive. You should not place undue reliance upon any
forward-looking statements, which speak only as of the date made.
BLAC and OSR Holdings do not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in their
expectations or any change in events, conditions, or circumstances
on which any such statement is based.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Contacts
For OSR Holdings
Sung Jae Yu, Chief Operating
Officer
alex.yu@osr-holdings.com
For BLAC
Kuk Hyoun Hwang, CEO
peter.hwang@bellevuecm.com
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SOURCE Bellevue Life Sciences Acquisition Corp.