Shanghai Lai Shi terminates acquisition of Taibang Bio

From the beginning of the spit of the two parties, to the acquired party launched the "poison pill plan" and then to the court to issue a ban, Shanghai Lai Shi encountered frequent resistance to the acquisition of Taibang Biological. In the end, the plan was vetoed at a general meeting of Shanghai Lai Shi on June 7 and the company formally decided to terminate the acquisition.

There were a total of 2 shareholders, proxies, and attorneys who attended the meeting yesterday. The total number of shares held or represented was 372 million shares, which accounted for 76.08% of the total number of shares with voting rights of the company. It can be seen that attending the meeting and acquiring The plan was to vote for the first and second largest shareholders.

According to the announcement, on May 31, 2013, the Hong Kong High Court issued an order for the disposal of assets to Chen Xiaoling, the counterparty of the transaction, requesting that it not dispose of, pledge, pledge, pledge, transfer, reduce its value, or otherwise handle its name. The shares of China Biologic Products, Inc. (“CBP”) under 5,362,600 shares or part thereof. In view of this, after the participating shareholders carefully considered and voted by registered voting, the "Proposal on the Company's Investment in Purchasing Part of the Shares of China National Biological Products Co., Ltd." was rejected with a 100% objection rate.

In order to boycott the acquisition, Taibang Biological decided to start the "poison pill program." On May 29, Taibang Biological Board made a decision that Shanghai Lai Shi formed the "Priority Share Rights Agreement" signed by Taibang Biological on November 20, 2012, pursuant to the share purchase agreement signed between Shanghai Lai Shi and Chen Xiaoling and Lin Dong. (Hereinafter referred to as the "Entitlement Agreement") as defined by the purchaser (ie, "Poison pill plan" has been triggered).

Shanghai Lai Shi disclosed on June 4th that the "poison pill plan" and said that the company's management is actively discussing with the financial consultants and lawyers of this transaction and planned to hold an extraordinary general meeting on June 7, 2013 or Before considering the relevant factors and making further decisions.

In fact, there was another incident that would create a substantial impediment to the acquisition. That is, Hong Kong courts banned Chen Xiaoling from transferring equity. According to the announcement of Taibang Bio on June 3, the plaintiff had obtained an injunction in the Hong Kong High Court on May 31 to ban Chen Xiaoling from disposing, charging, collateralizing, pledged, transferring, reducing its value or otherwise handling his name. All 5,562,600 shares or some of its corporate shares.

At that time, relevant people of Shanghai Lai Shi told the media that the two factors of “poison pill plan” and the court ban were preconditions for the acquisition and had a greater impact on the plan. The company was considering it comprehensively to make further decisions.

From the results of yesterday’s shareholders’ meeting, it was known that, under multiple resistance, Shanghai Lai Shi formally decided to “close the hand”, which put an end to the doubtful purchase case.