BEIJING, April 20, 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 the completion of
its merger (the "Merger") with CBPO Group Limited ("Merger
Sub"), a wholly owned subsidiary of CBPO Holdings
Limited ("Parent"), pursuant to the previously announced
agreement and plan of merger, dated as of November 19, 2020 (the "Merger Agreement")
among the Company, Parent and Merger Sub. As a result of the
Merger, the Company became a wholly owned subsidiary of Parent and
will cease to be a publicly traded company.
Pursuant to the terms of the Merger Agreement, which was
approved by the Company's shareholders at an extraordinary general
meeting held on March 1, 2021, each
ordinary share of the Company (each, a "Share") issued and
outstanding immediately prior to the effective time of the Merger
(the "Effective Time"), has been cancelled and ceased to exist in
exchange for the right to receive US$120.00 per Share in cash without interest
and net of any applicable withholding taxes, except for (i) Shares
held by the Company as treasury shares or by any direct or indirect
subsidiary of the Company, which have been cancelled and ceased to
exist without consideration, (ii) Shares held by Parent or any
direct or indirect subsidiary of Parent (including rollover shares
deemed contributed to Parent immediately prior to or at the
Effective Time), which have been cancelled and ceased to exist
without consideration, (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validly exercised and not effectively withdrawn or lost their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 Act of the Cayman
Islands, which have been cancelled and ceased 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 Act of the Cayman
Islands, and (iv) Shares owned by holders who had previously
validly exercised their rights to dissent from the Merger pursuant
to Section 238 of the Companies Act of the Cayman Islands and thereafter have effectively
withdrawn such rights to dissent pursuant to agreements entered
into between such holders and the Company prior to the Effective
Time, which have been cancelled and ceased to exist in exchange for
the right to receive such amounts as specified in such
agreements.
Each record holder of Shares as of immediately prior to the
Effective Time who is entitled to the merger consideration will
receive a letter of transmittal specifying how the delivery of the
merger consideration will be effected and instructions for
surrendering their Shares in exchange for the merger consideration.
Record holders of Shares should wait to receive the letters of
transmittal before surrendering their Shares. A holder of Shares
held in "street name" by a broker, bank or other nominee should
receive instructions from its broker, bank or other nominee as to
how to receive the applicable merger consideration and should
address any questions in relation thereto to its broker, bank or
other nominee.
The Company also announced today that it has requested that
trading of its Shares on the Nasdaq Global Select Market ("Nasdaq")
be suspended as of the close of trading on April 20, 2021 (New
York time). The Company has requested that Nasdaq file a
Form 25 with the Securities and Exchange Commission (the "SEC")
notifying the SEC of the delisting of the Shares on Nasdaq and the
deregistration of the Company's registered securities. The
deregistration will become effective 90 days after the filing of
the Form 25 or such shorter period as may be determined by the SEC.
The Company intends to suspend its reporting obligations under the
Securities Exchange Act of 1934, as amended, by filing a Form 15
with the SEC in approximately ten days following the filing of the
Form 25. The Company's obligations to file with the SEC certain
reports and forms, including Form 20-F and Form 6-K, will be
suspended immediately as of the filing date of the Form 15 and will
terminate once the deregistration becomes effective.
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. 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.
