Filed in Response to the Board’s Egregious Actions and Clear Breach of its Fiduciary Duty
Mr. David (Xiaoying) Gao, a shareholder of China Biologic Products Holdings, Inc. (“China Biologic” or the “Company”) (CBPO), today confirmed that he filed a lawsuit against the Company related to its private placement of shares to a select investor group – including a private equity firm formed by Board Chairman David Li.
The lawsuit was filed on August 27 in the Grand Court of the Cayman Islands. It seeks to void and invalidate the agreements with Centurium Capital Management Ltd., CITIC Capital MB Investment Limited, Hillhouse Capital Management, Ltd. and PW Medtech.
On August 24, China Biologic announced that it had rejected a non-binding proposal to acquire all of the outstanding common shares of the Company for US$118.00 per share in cash. The proposal represented an approximate 30% premium to China Biologic’s closing share price on August 16, 2018, the last trading day before its proposal was conveyed, 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.
In its announcement rejecting the proposal, the Board also stated that it conducted a private placement of shares to the four investors at US$100.90 per share, a 14.5% discount to the offer price of US$118.00 per share. Two of the participants, Centurium Capital and PW Medtech, are also associated with selected Board members. Centurium Capital, which has taken over 50% of the new shares, is led by David Li, and PW Medtech’s Chairwoman Ms. Yue’e Zhang is a China Biologic Director.
Commenting on its decision to file the lawsuit, Mr. Gao said: “As a China Biologic shareholder, I am outraged by the Board’s unthinkable actions that come at the expense of the public shareholders. The Board’s hastily arranged private placement agreement with a small group of investors led by Chairman David Li’s fund clearly demonstrates that the Directors are serving Mr. Li’s personal interests and was clearly done in an attempt to thwart a proposal that would have delivered immediate and significant value to all shareholders.
“The Board is transferring significant financial value and voting rights from shareholders to the Board’s handpicked investors, led by a fund formed by Mr. Li, without giving all shareholders the opportunity to participate.
“I have spoken to a number of fellow shareholders who share my concerns over the Board’s actions, including their decision to reject a compelling proposal without engaging in meaningful discussions. The Board’s decision to move forward with such a dilutive private placement has left me no choice but to file this lawsuit to hold this entrenched Board accountable and ensure that they act in the best interests of all shareholders.”
The lawsuit alleges or requests that the court takes a number of actions, including:
- That certain definitive agreements made in or about August 2018 between the Company and Centurium Capital Management Ltd., CITIC Capital MB Investment Limited, Hillhouse Capital Management, Ltd. and PW Medtech Group Limited (the “Incumbent Management Consortium”) for the issue of 5,850,000 ordinary shares of the Defendant Company (representing 14.9% of the Company’s ordinary shares post issuance) at a purchase price per ordinary share of US$ 100.90 are invalid and unenforceable;
- That the issue of shares to the Incumbent Management Consortium, whether pursuant to such agreements or otherwise are invalid and void;
- An order that the Company reverse and/or rescind any transactions carried out pursuant to such agreements and rectify the register of members accordingly as may be necessary to give effect to such reversal or rescission; and
- An injunction to prevent any further shares being issued by the Company to the Incumbent Management Consortium without a prior resolution of the members of the Company.