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Business Wire 20-Aug-2018 8:30 AM
Proposal Provides Immediate and Significant Value to China Biologic Products' Shareholders
A consortium composed of Mr. David (Xiaoying) Gao, GL Capital Group, Bank of China Group Investment Limited and CDH Investments (the "Consortium") today announced it has made a non-binding proposal to acquire all of the outstanding common shares of China Biologic Products Holdings, Inc. ("China Biologic" or the "Company") (NASDAQ:CBPO), that are not already held by the Consortium, for US$118.00 per share in an all-cash transaction valued at approximately US$3.9 billion. The proposal was conveyed on August 17, 2018 in a letter to China Biologic's Board of Directors.
The Consortium's proposal represents an approximate 30% premium to China Biologic's closing share price on August 16, 2018, and an approximate 40% premium to the Company's closing price on June 8, 2018, the last trading day before CITIC Capital's proposal to acquire the Company for US$110.00 per share was conveyed.
Commenting on its offer, the Consortium stated: "Our proposal delivers immediate and attractive value to China Biologic's shareholders and provides the Company the ideal partners to support its future growth. As a private company, China Biologic will have the additional operational flexibility and financial support to build on its successful track record as China's leading plasma player while navigating the current challenges facing the country's biopharma industry."
"Our compelling proposal benefits all of China Biologic's stakeholders and we want to work collaboratively with the Board to complete a transaction in an efficient and expeditious manner. We also want to partner with the current management team as we take the Company forward."
The Consortium has received from Goldman Sachs (Asia) L.L.C. ("Goldman Sachs") a non-binding letter indicating that, subject to the assumptions, terms and conditions in the letter and such other matters as Goldman Sachs considers relevant, Goldman Sachs is, as of the date of the letter, highly confident that as sole lead arranger, sole bookrunner and sole syndication agent, the structuring and syndication of a senior secured debt financing could be accomplished by Goldman Sachs as part of the financing for the acquisition described therein.
Goldman Sachs is acting as financial advisor to the Consortium, Skadden, Arps, Slate, Meagher & Flom LLP is acting as its U.S. legal advisor, and Conyers, Dill & Pearman is acting as its Cayman Islands legal advisor.
Below is the text of the letter sent on August 17, 2018 to China Biologic's Board of Directors:
August 17, 2018
The Board of DirectorsChina Biologic Products Holdings, Inc.18th Floor, Jialong International Building19 Chaoyang Park RoadChaoyang District, Beijing 100125People's Republic of China
Dear Members of the Board of Directors:
Feng Tai Global Limited, a company beneficially owned by Mr. David (Xiaoying) Gao ("Mr. Gao"), GL Sandrose Investment L.P., a limited partnership controlled and managed by GL Capital Group ("GL Capital"), World Investments Limited, a company controlled and managed by Bank of China Group Investment Limited ("BOCGI"), and CDH Utopia Limited, a company controlled and managed by CDH Investments ("CDH", together with Mr. Gao, GL Capital and BOCGI, the "Consortium", "we" or "us"), are pleased to submit this preliminary non-binding proposal ("Proposal") to acquire all the outstanding ordinary shares of China Biologic Products Holdings, Inc. (the "Company") that are not already held by the members of the Consortium (the "Acquisition").
We believe that our Proposal provides a very attractive opportunity for the Company's shareholders to realize substantial and immediate returns while ensuring long term growth and continued investment in the Company's business. Subject to the Company's agreement to redeem its rights plan, we would also welcome any shareholders who are interested in joining our effort. Key terms of our Proposal include:
In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. We look forward to hearing from you.
Sincerely,
Feng Tai Global Limited/s/ David (Xiaoying) GaoDirector
GL Sandrose Investment L.P./s/ Shirley LinAuthorized Representative
World Investments Limited/s/ Han LiAuthorized Representative
CDH Utopia Limited/s/Shuge JiaoCEO
Forward-looking Statements
This communication may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Consortium's offer to acquire the Company, its financing of the proposed transaction, its expected future performance (including expected results of operations, financial condition, strategy and plans). Forward-looking statements may be identified by the use of the words "anticipates," "expects," "intends," "plans," "should," "could," "would," "may," "will," "believes," "estimates," "potential," "target," "opportunity," "tentative," "positioning," "designed," "create," "predict," "project," "seek," "ongoing," "upside," "increases" or "continue" and variations or similar expressions. These statements are based upon the current expectations and beliefs of the Consortium and are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results to differ materially from those described in the forward-looking statements. These assumptions, risks and uncertainties include, but are not limited to, assumptions, risks and uncertainties discussed in the Company's most recent annual or quarterly report filed with the Securities and Exchange Commission (the "SEC") and assumptions, risks and uncertainties relating to the Consortium's proposed acquisition, which will be detailed from time to time in the Company's and/or the Consortium's filings with the SEC, which factors are incorporated herein by reference.
Important factors that could cause actual results to differ materially from the forward-looking statements we make in this communication are set forth in other reports or documents that we file from time to time with the SEC and, and include, but are not limited to:
All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Consortium undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this communication or to reflect actual outcomes.
Additional Information
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a preliminary non-binding proposal which the Consortium has made for an acquisition transaction with the Company. In furtherance of the Consortium's acquisition proposal and subject to future developments, the Consortium (and, if a negotiated transaction is agreed, the Company) may file one or more proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement or other documents the Consortium and/or the Company may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT(s) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of the Company, as applicable. Investors and security holders will be able to retrieve and review, free of charge, these documents (if and when available) and other documents filed with the SEC by the Consortium and/or the Company through the web site maintained by the SEC at http://www.sec.gov.
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