Beihai Gofar Marine Biological Industry Co., Ltd. agreed to acquire 99.98% stake in Guangzhou Koalson Biotechnology Co.,Ltd. from a group of sellers for approximately CNY 360 million.
January 03, 2020
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Beihai Gofar Marine Biological Industry Co., Ltd. (SHSE:600538) agreed to acquire 99.98% stake in Guangzhou Koalson Biotechnology Co.,Ltd. from a group of sellers for approximately CNY 360 million on January 3, 2020. Under the terms, Kang Xiantong, Guangzhou Jinghuidian Investment Management Enterprise (Limited Partnership), Wu Peicheng, Xu Xuebin, Zhang Fengxiang will transfer 88.2353% stake of Guangzhou Koalson Biotechnology. A 55.2090% of the price payable to them will be paid in shares and the remaining 44.7910% will be paid in cash. Nanjing Huada Win-win No. 1 Venture Capital Enterprise (Limited Partnership), Zhang Zhengqin, Guangzhou Da’an Chuanggu Enterprise Management Co., Ltd. will transfer 11.7426% stake of Guangzhou Koalson Biotechnology. A 100% of the price payable to them will be paid in shares. In total, a 60% of the price will be paid in shares and the other 40% will be paid in cash. A total of 51.18 million shares will be issued at CNY 4.17 per share. Kang Xiantong, Guangzhou Jinghuidian, Wu Peicheng, Xu Xuebin, Zhang Fengxiang, Nanjing Huada, Zhang Zhengqin and Guangzhou Da’an Chuanggu will receive 21.01 million, 12.62 million, 4.21 million, 3.15 million, 1.05 million, 3.81 million, 3.8 million and 1.52 million shares respectively. The cash consideration of the transaction will be funded by private placement of CNY 100 million.
The transaction was reviewed and approved by the Board of Directors of Beihai Gofar Marine Biological Industry and Guangzhou Koalson Biotechnology. The transaction was reviewed and approved by the competent authority of the sellers. The transaction is subject to approval from the shareholders of Beihai Gofar Marine Biological Industry and Guangzhou Koalson Biotechnology. Assessment procedures in Guangzhou Koalson Biotechnology need to be completed and both Beihai Gofar Marine Biological Industry and Guangzhou Koalson Biotechnology will have to obtain a second approval from the board of directors after said assessment in completed. The deal also requires approval from the CSRC. As of June 15, 2020, the transaction was approved by shareholders of Beihai Gofar Marine. On September 1, 2020, Beihai Gofar Marine Biological Industry Co., Ltd. held the fifth meeting of the tenth board of directors and passed the "Reorganization Report (Draft)" and related matters. On September 3, 2020, Beihai Gofar Marine Biological Industry Co., Ltd. held the sixth meeting of the tenth board of directors, and passed the proposal on the adjustment arrangements for the Major Asset Reorganization and Signing the Supplementary Agreement" and "The adjustment of the transaction plan does not constitute a major adjustment to the reorganization plan. On October 19, 2020, issuance of shares, payment of cash and raising of matching funds has been approved by the China Securities Regulatory Commission.
Huang Haizhou,Peng Jun and Xia Lianwen of Minmetals Securities Co., Ltd. acted as a financial advisor; Sun Xiaohui,Wei Wei and Liu Xin of Jurisino Law Group acted as a legal advisor and Pan-China Certified Public Accountants LLP acted as an accountant to Beihai Gofar Marine Biological Industry.
Beihai Gofar Chuanshan Biological Co Ltd, formerly Beihai Gofar Marine Biological Industry Co Ltd, is a China-based company mainly engaged in the production and sales of pharmaceutical products and pesticide products. The Company is mainly engaged in the Pharmaceutical Distribution segment, the Pharmaceutical Manufacturing segment, the Deoxyribonucleic Acid Identification and Service segment, and the Other segment. The Company is mainly engaged in pharmaceutical manufacturing and pharmaceutical distribution industries, molecular medical imaging centers, tumor radiotherapy centers, and tumor telemedicine technical services, molecular diagnostics and judicial identification technical services. The Company mainly sells its products in the domestic market.
Beihai Gofar Marine Biological Industry Co., Ltd. agreed to acquire 99.98% stake in Guangzhou Koalson Biotechnology Co.,Ltd. from a group of sellers for approximately CNY 360 million.