China Biologic Products (CBPO) Announces Shareholders' Approval of Merger Agreement
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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, at an extraordinary general meeting (the "EGM") held today, the Company's shareholders voted in favor of the proposal to authorize and approve the previously announced agreement and plan of merger, dated as of November 19, 2020 (the "Merger Agreement"), among the Company, CBPO Holdings Limited ("Parent") and CBPO Group Limited ("Merger Sub"), pursuant to which, Merger Sub will be merged with and into the Company with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent (the "Merger"), the plan of merger (the "Plan of Merger") required to be filed with the Registrar of Companies of the Cayman Islands, and the transactions contemplated thereby, including the Merger.
Approximately 84.5% of the Company's total ordinary shares outstanding as of the close of business in the Cayman Islands on the record date of February 1, 2021 voted in person or by proxy at the EGM. Of the ordinary shares voted at the EGM, approximately 92.2% voted in favor of the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger. The Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, were therefore duly authorized and approved by way of special resolutions as required by, and in compliance with, the Companies Act of the Cayman Islands (the "Companies Act").
The completion of the Merger is subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement. One of the conditions to the obligations of Parent and Merger Sub to consummate the Merger is that the aggregate amount of ordinary shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Act shall be less than 8% of the total outstanding shares of the Company immediately prior to the effective time of the Merger. Prior to the vote being taken at the EGM, the Company had received notices of objection from certain shareholders that in the aggregate hold more than 8% of the total outstanding shares of the Company. The Company will give notices of authorization to those objecting shareholders in due course as required by the Companies Act. If objecting shareholders that in aggregate hold at least 8% of the outstanding shares of the Company immediately prior to the effective time of the Merger ultimately deliver notices of dissent pursuant to Section 238 of the Companies Act, this closing condition will not be satisfied and Parent and Merger Sub will have the right to either waive this closing condition or decide not to proceed with the consummation of the Merger.
If consummated, the Merger would result in the Company becoming a privately held company and its ordinary shares would no longer be listed on the Nasdaq Global Select Market. In addition, the Company's ordinary shares would cease to be registered under Section 12 of the Securities Exchange Act of 1934 following the consummation of the Merger.
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