Centurium Capital and Certain Other Investors File a Transaction Statement on Schedule 13E-3 with the U. S. Securities and Exchange Commission
HONG KONG, Feb. 24, 2020 /PRNewswire/ -- Centurium Capital, a leading private equity firm in China, today announced that several of its affiliate entities, namely Beachhead Holdings Limited ("Beachhead"), Double Double Holdings Limited ("Double Double"), and Point Forward Holdings Limited ("Point Forward," and together with Beachhead and Double Double, "Centurium"), together with certain other filing persons (Centurium and such other filing persons, collectively, the "Filing Persons") have filed a transaction statement on Schedule 13E-3 (together with Amendment No. 1 thereto, the "Transaction Statement") with the U. S. Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Transaction Statement was filed in connection with the proposed purchases (i) by Beachhead from PW Medtech Group Limited ("PWM"), a leading medical device group in China, of 1,000,000 ordinary shares, par value US$0.0001 per share (each an "Ordinary Share") of China Biologic Products Holdings, Inc. (NASDAQ: CBPO, the "Company"), (ii) by Beachhead from Parfield International Ltd. ("Parfield") and/or Amplewood Resources Ltd. ("Amplewood"), both of which are affiliates of Mr. Marc Chan, of up to 700,000 Ordinary Shares, (iii) by 2019B Cayman Limited ("2019B Cayman"), a subsidiary of CITIC Capital China Partners IV, L.P. ("CCP IV"), an affiliate of CITIC Capital Holdings Limited, an investment management and advisory company, from Double Double of 266,533 Ordinary Shares, (iv) by HH SUM-XXII Holdings Limited ("HH Sum") from Double Double of 210,876 Ordinary Shares, and (v) by V-Sciences Investments Pte Ltd ("Temasek"), an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited, a Singapore-based investment company, from Double Double of 250,000 Ordinary Shares (all such proposed purchases being collectively, the "Share Purchases").
As previously announced by the Company and further described in the Transaction Statement and its exhibits, Beachhead, PWM, CCP IV, Parfield, HH Sum and Temasek (collectively, and together with Double Double and Point Forward, the "Buyer Consortium") on September 18, 2019 submitted a preliminary non-binding proposal (the "Proposal") to the board of directors of the Company proposing to acquire all of the outstanding Ordinary Shares not already owned by them and their respective affiliates for US$120.00 per Ordinary Share in cash in a "going private" transaction (the "Proposed Transaction"). The Filing Persons are members or affiliates of members of the Buyer Consortium and are filing the Transaction Statement because the Share Purchases, in light of the formation of the Buyer Consortium and the Proposed Transaction, could be viewed as steps in a series of transactions having the reasonable likelihood or purpose of producing a Rule 13e-3 transaction under the Exchange Act.
SHAREHOLDERS AND OTHER INVESTORS OF THE COMPANY ARE URGED TO READ THE TRANSACTION STATEMENT, THE EXHIBITS TO THE TRANSACTION STATEMENT AND OTHER MATERIAL FILED WITH OR FURNISHED TO THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE SHARE PURCHASES, THE PROPOSED TRANSACTION, THE BUYER CONSORTIUM MEMBERS, THE FILING PERSONS, THE COMPANY, AND RELATED MATTERS.
The Transaction Statement and its exhibits are available on the Company's website at http://chinabiologic.investorroom.com/index.php?s=127 and can also be found at the SEC's website at www.sec.gov. In addition, copies of these documents can be obtained, without charge, by contacting Centurium Capital at the following email address and/or phone number:
Tel: +86 10 5929 3690
E-Mail: [email protected]
As of the date of this release, none of the Share Purchases has been consummated, and no assurances can be made that any of the Share Purchases will be consummated. The consummation of each of the Share Purchases is not subject to approval by the shareholders of the Company.
As of the date of this release, there is no definitive agreement with respect to the Proposed Transaction, or any other transaction that constitutes a Rule 13e-3 transaction, between the Company and any of the Filing Persons. To the knowledge of the Filing Persons, at this time, the special committee of the board of directors of the Company, formed to evaluate the Proposal or any other going-private transaction involving the Company, has not made any definitive determination regarding the Proposal or the Proposed Transaction, and no assurance can be given that any proposal, any definitive agreement or any transaction related to the Proposed Transaction or any other transaction that constitutes a Rule 13e-3 transaction will be entered into or consummated. The Proposal provides that a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive agreements, and then only on the terms and conditions provided in such documents. If and when such a transaction is agreed to between the Buyer Consortium and the Company, the Filing Persons intend to amend the Transaction Statement.
This release is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other filings that may be filed with or furnished to the SEC.
About Centurium Capital
Centurium Capital is a leading private equity firm in China. With deep domain knowledge and sector resources, Centurium Capital primarily focuses on investing into the China consumer, services and healthcare sectors. Since its inception, Centurium Capital has received strong support from world-wide leading institutional investors including pension funds, sovereign wealth funds, family offices, corporates and FOFs. The firm seeks to invest in control or significant minority private equity stakes with a particular focus on in-depth engagement to improve operational efficiency and solve structural deficiencies. For more information on Centurium Capital, please visit www.centurium.com.
For investor and media inquiries, please contact:
Centurium Capital
Tel: +86 10 5929 3690
E-Mail: [email protected]
SOURCE Centurium Capital
Share this article