A consortium composed of Mr. David (Xiaoying) Gao, GL Capital Group, Bank of China Group Investment Limited and CDH Investments (the “Consortium”) today issued the following statement following China Biologic Products Holdings, Inc.’s (“China Biologic” or the “Company”) (CBPO) decision to conduct a dilutive private placement and reject the Consortium’s non-binding proposal to acquire all of the outstanding common shares of the Company for US$118.00 per share in cash. The Consortium’s 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.
“We are deeply disappointed that China Biologic's Board has rejected our compelling proposal to deliver immediate and significant value to all shareholders. Instead of meaningfully engaging with us, the Board has hastily arranged a private placement of shares to a select handful of investors, including a fund affiliated with the Chairman, at a steep discount to the price that we proposed, substantially diluting the remainder of the Company's shareholders. We will evaluate all our options, including legal action, to hold the Board accountable and ensure that they act in the best interests of all shareholders.”
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.
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:
- the ultimate outcome of any possible transaction between the Consortium and the Company;
- if a transaction between the Consortium and the Company were to occur, the ultimate outcome and the effects of the transaction, including the Company’s future financial condition, operating results, strategy and plans;
- ability to obtain regulatory approvals and meet other closing conditions to the transaction, including all necessary approvals from the shareholders of the Company, on a timely basis;
- the availability and access of funds sufficient to meet our equity and debt financing required to consummate the transaction in a timely manner; and
- the risks and uncertainties detailed by the Company with respect to its business as described in its reports and documents filed with the SEC.
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.
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.