China Biologic Products, Inc. Adopts Stockholder Rights Plan
BEIJING, Nov. 19, 2012 /PRNewswire-FirstCall/ -- China
Biologic Products, 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 has adopted a stockholder rights plan. Pursuant to the
plan, the Company will issue a dividend of one right for each share
of its common stock held of record by stockholders as of the close
of business on November 30, 2012.
The stockholder rights plan, which has a term of two years, is
designed to guard against partial tender offers and other coercive
tactics to gain control or undue influence of China Biologic
without offering a fair and adequate price and terms to China
Biologic's stockholders. The plan does not prevent China Biologic's
board of directors from considering or accepting an offer to
acquire China Biologic if the board believes that such action is
fair, advisable and in the best interest of China Biologic's
stockholders as a whole.
Each right will initially entitle stockholders to purchase one
one-thousandth share of China Biologic's preferred stock for
$60.00. However, the rights are not
immediately exercisable and will become exercisable only upon the
occurrence of certain events. More specifically, if a person or
group acquires 10% or more of China Biologic's common stock
(including through derivatives) while the stockholder rights plan
remains in place, then the rights will become exercisable by all
rights holders (except the acquiring person or group) for shares of
China Biologic's common stock having a then-current market value of
twice the exercise price of a right. However, if a stockholder's
beneficial ownership of China Biologic's common stock as of the
time of this announcement of the stockholder rights plan and
associated dividend declaration is at or above the 10% threshold,
that stockholder's existing ownership percentage would be
grandfathered, but the rights would become exercisable if at any
time after this announcement the stockholder increases its
ownership percentage by 2% or more without the prior approval of
the Company's board of directors. In addition, if after a person or
group acquires 10% or more of China Biologic's outstanding
common stock, China Biologic merges into another company, an
acquiring entity merges into China Biologic or China Biologic sells
or transfers more than 50% of its assets, cash flow or earning
power, then each right will entitle its holder to purchase, for the
exercise price, a number of shares of common stock of the person
engaging in the transaction having a then-current market value of
twice the exercise price. The acquiring person will not be entitled
to exercise these rights. China Biologic's board may redeem the
rights for $0.001 per right at any
time before an event that causes the rights to become
exercisable.
Until the rights become exercisable, they will not be evidenced
by separate certificates and will trade automatically with shares
of China Biologic's common stock.
Additional details about the stockholder rights plan will be
contained in a Form 8-K to be filed by China Biologic with the U.S.
Securities and Exchange Commission.
About China Biologic Products, Inc.
China Biologic Products, 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 plasma-based products through its indirect majority-owned
subsidiaries, Shandong Taibang Biological Products Co., Ltd. and
Guiyang Dalin Biologic Technologies Co., Ltd. The Company also has
an equity investment in Xi'an Huitian Blood Products Co., Ltd. The
Company sells its products to hospitals 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,
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 "believes," "expects," 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 its potential inability
to achieve the expected operating and financial performance in
2012, 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, Inc.
Mr. Ming Yin
Vice President
Phone: +86-10-6598-3099
Email: ir@chinabiologic.com
ICR Inc.
Mr. Rob Koepp
Phone: +86-10-6583-7516 or +1-646-405-5191
E-mail: robert.koepp@icrinc.com
SOURCE China Biologic Products, Inc.