BEIJING, Nov. 19, 2020 /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
entered into a definitive Agreement and Plan of Merger (the "Merger
Agreement") with CBPO Holdings Limited ("Parent")
and CBPO Group Limited ("Merger Sub"), a wholly owned
subsidiary of Parent. Pursuant to the Merger Agreement and subject
to the terms and conditions thereof, Merger Sub will merge with and
into the Company, with the Company continuing as the surviving
entity and becoming a wholly-owned subsidiary of Parent (the
"Merger"), in a transaction implying an equity value of the Company
of approximately US$4.76 billion.
Pursuant to the Merger Agreement, at the effective time of the
Merger (the "Effective Time"), each ordinary share of the Company
(each, a "Share") issued and outstanding immediately prior to the
Effective Time will be cancelled and cease to exist in exchange for
the right to receive US$120.00 in
cash without interest (the "Per Share Merger Consideration"),
except for (i) Shares owned by the Company as treasury shares or by
any direct or indirect subsidiary of the Company, which will be
cancelled and cease to exist without consideration, (ii)
Shares held by Parent or any direct or indirect subsidiary of
Parent (including the Rollover Shares (as defined below) to be
contributed to Parent immediately prior to or at the Effective
Time), which will be, at Parent's option, cancelled and cease to
exist without consideration or converted into the same number
of shares of the surviving company, and (iii) 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holders who have validly exercised and not effectively withdrawn or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 Law of the Cayman
Islands, which will be cancelled and cease to exist in
exchange for the right to receive the payment of fair value of such
dissenting Shares determined in accordance with Section 238 of the
Companies Law of the Cayman
Islands.
The Per Share Merger Consideration represents a 16.8% premium
over the closing price of the Shares as quoted by the NASDAQ Global
Market on September 17, 2019, the
last trading day prior to the Company's announcement of its receipt
of the "going-private" proposal, and a premium of 21.1% over the
volume-weighted average price of the Shares during the 30 trading
days through September 17, 2019.
Immediately following the consummation of the Merger, Parent
will be beneficially owned by (i) Centurium Capital, through its
affiliated entities Beachhead Holdings Limited ("Beachhead"),
Double Double Holdings Limited ("Double Double") and/or Point
Forward Holdings Limited ("Point Forward"), (ii) CITIC Capital,
through its affiliated entity 2019B
Cayman Limited ("2019B Cayman"),
(iii) Mr. Marc Chan, through his
affiliated entity Parfield International Ltd. ("Parfield"), (iv)
Hillhouse Capital, through its affiliated entities ("Hillhouse"), (v) V-Sciences Investments
Pte Ltd ("V-Sciences"), an indirect wholly-owned subsidiary of
Temasek Holdings (Private) Limited, and (vi) Mr. Joseph Chow, CEO and chairman of the board of
directors (the "Board") of the Company, through his affiliated
entities Biomedical Treasure Limited ("Biomedical Treasure"),
Biomedical Future Limited ("Biomedical Future"), Biomedical
Development Limited ("Biomedical Development"), TB MGMT Holding
Company Limited ("TB MGMT"), TB Executives Unity Holding Limited
("TB Executives") and TB Innovation Holding Limited ("TB
Innovation"), or their respective affiliates (the foregoing (i)
through (vi), together with Parent, Merger Sub and PW Medtech Group
Limited ("PWM"), which is bound by certain provisions of that
certain amended and restated consortium agreement, dated as of the
date hereof, by and among Parent, Merger Sub, PWM and certain other
parties and the PWM Merger Voting Undertaking (as defined below)
pursuant to the terms thereof, collectively, the "Buyer
Consortium").
Concurrently with the execution of the Merger Agreement,
Beachhead, Double Double, Point Forward, 2019B Cayman,
Parfield, Hillhouse, V-Sciences,
Mr. Joseph Chow, Biomedical
Treasure, Biomedical Future, Biomedical Development, certain
management members of the Company (such management members,
collectively, the "Rollover Management Members") (all the foregoing
persons, collectively, the "Rollover Securityholders"), TB MGMT, TB
Executives and TB Innovation entered into a voting and support
agreement with Parent, pursuant to which the Rollover
Securityholders have agreed to vote all the Shares beneficially
owned by them in favor of the authorization and approval of the
Merger Agreement and to contribute to Parent immediately prior to
or at the Effective Time certain Shares (the "Rollover Shares") and
equity awards of the Company beneficially owned by the Rollover
Securityholders.
In addition, on October 26, 2020,
(i) each of Biomedical Treasure, Biomedical Future and 2019B Cayman entered into a share purchase
agreement with PWM, pursuant to which Biomedical Treasure,
Biomedical Future and 2019B Cayman
have agreed to purchase from PWM an aggregate of 5,321,000 Shares
at a purchase price of US$120.00 per
Share (the "PWM Share Sales"), (ii) 2019B Cayman entered into a share purchase
agreement with Parfield, pursuant to which 2019B Cayman has agreed to purchase from Parfield
an aggregate of 300,000 Shares at a purchase price of US$120.00 per Share (the "Parfield Share Sale"),
and (iii) Biomedical Development entered into a share purchase
agreement with Double Double, pursuant to which Biomedical
Development has agreed to purchase from Double Double an aggregate
of 775,000 Shares at a purchase price of US$120.00 per Share (the "Double Double Share
Sale"). Concurrently with the execution of the Merger Agreement,
PWM delivered a voting undertaking to Parent (the "PWM Merger
Voting Undertaking"), pursuant to and subject to the terms and
conditions of which, PWM has covenanted to vote all the Shares
beneficially owned by it or with respect to which it is otherwise
entitled to vote or consent, in favor of the authorization and
approval of the Merger Agreement.
As of the date of this press release, members of the Buyer
Consortium (including PWM) and the Rollover Management Members
beneficially own Shares representing approximately 68.84% of the
total outstanding Shares.
The Buyer Consortium intends to fund the Merger through a
combination of (i) rollover equity contributions from the Rollover
Securityholders, (ii) debt financing provided by one or more third
party financial institutions, (iii) available cash of the Company
and its subsidiaries, and (iv) if any of the PWM Share Sales and
Parfield Share Sale fails to consummate prior to the closing of the
Merger, cash contributions by each of Biomedical Treasure,
Biomedical Future and 2019B Cayman
and/or their respective affiliates.
The Board, acting upon the unanimous recommendation of a special
committee of independent directors established by the Board (the
"Special Committee"), approved the Merger Agreement and the Merger,
and resolved to recommend the Company's shareholders vote to
authorize and approve the Merger Agreement and the Merger. The
Special Committee negotiated the terms of the Merger Agreement with
the assistance of its financial and legal advisors.
The Merger, which is currently expected to close during the
first half of 2021, is subject to customary closing conditions,
including, among others, (i) that the Merger Agreement shall be
authorized and approved by an affirmative vote of shareholders
representing at least two-thirds of the Shares present and voting
in person or by proxy at an extraordinary general meeting of the
Company's shareholders and (ii) that the aggregate amount of
dissenting Shares shall be less than 8% of the total outstanding
Shares immediately prior to the Effective Time. If completed, the
Merger will result in the Company becoming a privately-held company
and its Shares will no longer be listed on the NASDAQ Global Select
Market.
Duff & Phelps, LLC and Duff & Phelps Securities,
LLC are serving as the financial advisor to the Special
Committee, Davis Polk & Wardwell
LLP is serving as U.S. legal counsel to the Special Committee, and
Maples and Calder (Hong Kong) LLP
is serving as Cayman Islands legal
counsel to the Special Committee.
Kirkland & Ellis LLP is serving as co-U.S. legal counsel to
the Buyer Consortium, Wilson Sonsini
Goodrich & Rosati is serving as co-U.S. legal counsel
and Hong Kong legal counsel to the
Buyer Consortium, Harney Westwood
& Riegels is serving as Cayman
Islands legal counsel to the Buyer Consortium, and Fangda
Partners is serving as PRC legal counsel to the Buyer
Consortium.
Buyer Consortium's Amendment to Schedule 13E-3 Transaction
Statement
In connection with the proposed PWM Share Sales, Parfield Share
Sale and Double Double Share Sale (collectively, the "Proposed
Buyer Consortium Transfers"), Beachhead, Double Double, Point
Forward together with certain other filing persons (the "Filing
Persons") have filed an amendment no. 4 to the transaction
statement on Schedule 13E-3 (together with such transaction
statement and amendments no. 1, 2 and 3 thereto, the "Buyer
Consortium Transaction Statement") with the SEC under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Filing Persons filed the Buyer Consortium Transaction Statement
because the Proposed Buyer Consortium Transfers, together with the
previously announced and consummated purchases of Shares by members of the Buyer
Consortium (all such consummated purchases being
collectively, the "Completed Buyer Consortium Transfers," and
together with the Proposed Buyer Consortium Transfers,
collectively, the "Buyer Consortium Transfers"), could be
viewed as steps in a series of transactions having the reasonable
likelihood or purpose of producing a Rule 13e-3 transaction under
the Exchange Act. SHAREHOLDERS AND OTHER INVESTORS OF THE COMPANY
ARE URGED TO READ THE BUYER CONSORTIUM TRANSACTION STATEMENT, THE
EXHIBITS TO THE BUYER CONSORTIUM TRANSACTION STATEMENT AND OTHER
MATERIAL FILED WITH OR FURNISHED TO THE SEC CAREFULLY WHEN THEY
BECOME AVAILABLE, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
BUYER CONSORTIUM TRANSFERS, THE BUYER CONSORTIUM MEMBERS, THE
FILING PERSONS, THE COMPANY, AND RELATED MATTERS. All information
contained in the Buyer Consortium Transaction Statement has been
supplied by the Filing Persons, and the Company has not produced
any disclosure with respect to any Filing Persons.
The Buyer Consortium Transaction Statement and its exhibits are
available on the Company's website at
http://chinabiologic.investorroom.com/index.php?s=127 and can also
be found at the SEC's website at www.sec.gov. In addition, copies
of these documents can be obtained, without charge, by contacting
Centurium Capital at the following email address and/or phone
number:
Tel: +86 10 5929 3690
E-Mail: info@centurium.com
As of the date of this release, none of the Proposed Buyer
Consortium Transfers has been consummated, and no assurances can be
made that any of the Proposed Buyer Consortium Transfers will be
consummated. The consummation of each of the Proposed Buyer
Consortium Transfers is not subject to approval by the shareholders
of the Company.
Additional Information about the Merger
The Company will furnish to the SEC a report on Form 6-K
regarding the Merger, which will include as an exhibit thereto the
Merger Agreement. All parties desiring details regarding the
transactions contemplated by the Merger Agreement are urged to
review these documents, which will be available at the SEC's
website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
a proxy statement that will include a copy of the Merger Agreement
to its shareholders. In addition, certain participants in the
Merger will prepare and mail to the Company's shareholders a
Schedule 13E-3 transaction statement (or an amendment to the Buyer
Consortium Transaction Statement) that will include the Company's
proxy statement. These documents will be filed with or furnished to
the SEC. 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 PROPOSED TRANSACTIONS AND RELATED MATTERS. In addition
to receiving the proxy statement and the Schedule 13E-3 transaction
statement (or the amendment to the Buyer Consortium Transaction
Statement) by mail, shareholders also will be able to obtain these
documents, as well as other filings containing information about
the Company, the Merger and related matters, without charge, from
the SEC's website (http://www.sec.gov) or at the SEC's public
reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549.
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 will be set forth in
the proxy statement and the Schedule 13E-3 transaction statement
(or the amendment to the Buyer Consortium Transaction Statement)
relating to the Merger and related matters, when it is filed with
the SEC. Additional information regarding the interests of such
potential participants will be included in the proxy statement and
the Schedule 13E-3 transaction statement (or the amendment to the
Buyer Consortium Transaction Statement) and the other relevant
documents filed with the SEC when they become available.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other
materials that may be filed with or furnished to the SEC should the
proposed merger proceed.
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 that will be discussed in the Schedule
13E-3 to be filed 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.
