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of shares of the surviving company, and (iii) Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which will be cancelled and cease to exist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”).
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Source: Biospace