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and ceased to exist without consideration, (iii) Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Act of the Cayman Islands, which have been cancelled and ceased to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from the Merger pursuant to Section 238 of the Companies Act of the Cayman Islands and thereafter have effectively withdrawn such rights to dissent pursuant to agreements entered into between such holders and the Company prior to the Effective Time, which have been cancelled and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.
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Source: Biospace
