BLOOMAGE BIOTECHNOLOGY CORP LTD Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Bloomage BioTechnology Corporation Limited(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 00963) DISCLOSEABLE TRANSACTION ACQUISITION AT CLOSING OF 37.32% ISSUED SHARE CAPITAL OF V PLUS SA AND SHAREHOLDERS' AGREEMENT THE SALE AND PURCHASE AGREEMENT
On 26 May 2015, the Purchaser entered into the Sale and Purchase Agreement with the Vendors, pursuant to which the Purchaser agreed to purchase and the Vendors agreed to sell at a consideration of EUR59,000,000 (subject to adjustments and details of which are set out below) the Sale Shares (representing 37.32% of the issued shares of the Target Company, which in turn holds 15,613 shares of Vivacy (representing 89.51% of the issued share capital of Vivacy). Vivacy is a privately held company based in France with limited liability. After Closing, the Company will indirectly hold approximately 33.41% of the issued share capital of Vivacy.
The Vendor shall bear all of their own fees, commissions, cost and expenses incurred in relation to the Acquisition.
Vivacy is principally engaged in the design, development, manufacturing and sale of medical aesthetics devices including dermal fillers and cosmetics. Its hyaluronic acid injection filler is manufactured using proprietary patent technologies, which makes injection more comfortable and safer, and has been applied for registration in the PRC. After Closing, Vivacy will continue to develop its own proprietary technology and to manufacture its products in France.
- 1 -
Closing shall take place no later than 15 July 2015 or any such earlier or later date agreed in writing by and between the Purchaser and the Vendors.
SHAREHOLDERS' AGREEMENTAt Closing, the Company and the Vendors will enter into the Shareholders' Agreement, pursuant to which the parties set out their respective rights and obligations in the Target Group.
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the Acquisition exceed 5% but all the relevant percentage ratios are less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. It is thus subject to the reporting and announcement requirements but is exempt from the requirements of circular and shareholders' approval.
After the Closing, the Target Company will not become a subsidiary of the
Company.
26 May 2015
PartiesPurchaser:
The Company
Vendors:
The Major Shareholder and two other individuals
To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the Vendors and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons.
- 2 -
The Company undertakes, prior to the Closing, to assign all its rights and obligations under the Sale and Purchase Agreement and in particular its obligation to purchase the Sale Shares and its obligation to pay the consideration for the Sale Shares to the Vendors, to the Investor Subsidiary.
Assets to be acquired
The Purchaser agreed to purchase the Sale Shares (representing 37.32% of the total issued share capital of the Target Company) from the Vendors free of any encumbrances, together with all rights then and thereafter attached thereto. The Target Company currently holds 15,613 shares of Vivacy (representing 89.51% of the issued share capital of Vivacy). After Closing, the Company will indirectly hold approximately 33.41% of the issued share capital of Vivacy.
After Closing, Vivacy will continue to develop its own proprietary technology and to manufacture its products in France.
The Vendors agree that they shall procure the management of Vivacy to make their best efforts to achieve the profit after taxation and extraordinary items of Vivacy in line with the following forecast:
Year Profit after taxation and extraordinary items (EUR)('000)
For the year ending 31 December 2015 5,100
For the year ending 31 December 2016 6,200
For the year ending 31 December 2017 7,300
The aggregate provisional consideration (the "Provisional Consideration") payable by the Purchaser for the transfer of the Sale Shares is EUR59,000,000 (subject to the following adjustments). On the date of Closing, the Purchaser shall pay the Provisional Consideration by wire transfer to the designated bank account of the Vendors.
- 3 -
The Vendor shall bear all of their own fees, commissions, cost and expenses incurred in relation to the Acquisition.
If the Apportioned Closing Net Financial Debt exceeds EUR1,500,000, the final consideration will be reduced by an amount equal to the difference between the Apportioned Closing Net Financial Debt and EUR1,500,000.
Within 15 calendar days after the date of Closing, the auditors of Vivacy shall deliver a certificate (the "Adjustment Certificate") to the Purchaser and the Vendors, setting forth, amongst others, the amount of the adjusted consideration (the "Adjusted Consideration") calculated in accordance with the terms and conditions of the Sale and Purchase Agreement.
Within three Business Days of the receipt of the Adjusted Certificate, the Vendor shall pay, as the case may be, the difference between the Adjusted Consideration and the Provisional Consideration to the Purchaser through wire transfer to the designated bank of the Purchaser.
Since the Provisional Consideration will be adjusted in case where the Apportioned Closing Net Financial Debt of the Target Group exceeds EUR1,500,000, this will only result in a downward adjustment to the Provisional Consideration and hence the Adjusted Consideration will not be higher than EUR59,000,000 in any case.
The consideration for the transfer of the Sale Shares contemplated under the Sale and Purchase Agreement has been determined between the Purchaser and the Vendors taking into account the following:
(a) the historical financial performance of the Target Group;
(b) the valuation multiples and deal premium as observed in comparable public companies and merger and acquisition transactions;
(c) the prospects and earning potential of the Target Group;
(d) the rights granted to the Company to approve, jointly with the Major Shareholder, the transfer of shares of the Target Company to a third party, details of which are set out in the paragraph headed "Shareholders' Agreement" hereinbelow;
- 4 -
(e) preliminary valuation of the going concern business of the Target Group on a standalone basis and primarily based on a market approach at approximately EUR 91,000,000 prepared by American Appraisal China Limited, being an independent valuation specialist; and
(f) the potential additional synergy effects of the Vivacy with the Company including but not limited to an exclusive distribution rights of the Vivacy's products in Asia Pacific Region under the Master Distribution Agreement setting forth the terms and conditions of the close cooperation of the Company and the Vivacy in the marketing and sales of certain Vivacy's products in the Asia-Pacific region, which will complement the Company's product portfolio in premium market.
The Purchaser and the Vendors undertake, among others, to negotiate in good faith and agree, as soon as possible after the signing of the Sale and Purchase Agreement, the Master Distribution Agreement.
ClosingClosing shall take place no later than 15 July 2015 or any such earlier or later date agreed in writing by and between the Purchaser and the Vendors. Pursuant to the Sale and Purchase Agreement, there is no condition precedent to Closing.
FINANCIAL INFORMATION OF VIVACYThe Target Company is an investment holding company with no substantial business activities other than its holding of Vivacy. Set out below are the key financial figures of Vivacy for the two years ended 31 December 2014:
For the year ended 31 December 2013 (EUR) (audited) For the year ended 31 December 2014 (EUR) (unaudited)
Profit before taxation and extraordinary items 4,936,407 3,329,287
Profit after taxation and extraordinary items 3,433,690 2,441,898
- 5 -
Total assets 20,901,512 20,458,535
SHAREHOLDERS' AGREEMENTTo regulate the shareholders' rights and obligations in the Target Group, at Closing, the Company and the Vendors will enter into the Shareholders' Agreement. Major terms of the Shareholders' Agreement include:
TermsThe term of the Shareholders' Agreement will be for a period of ten years commencing from the date of its execution. At the end of the first period of ten years, the Shareholders' Agreement shall be renewed for successive periods of five years unless any party to the Shareholders' Agreement notifies its decision not to renew the agreement not later than 6 months before the expiry of the term concerned.
DirectorsThe Company shall be entitled to have at all times during the term of the Shareholders' Agreement one representative appointed to the board of directors of the Target Company.
Undertakings on the transfer of shares of the Target Company
The parties to the Shareholders' Agreement undertake, amongst others, that before the expiry of the fourth anniversary date of the Shareholders' Agreement, (i) any transfer of shares of the Target Company to a third party shall be jointly agreed in writing by the Major Shareholder and the Company; and (ii) any offer from a third party to purchase 100% of the share capital and of the voting rights of the Target Company shall be discussed in good faith between the Major Shareholder and the Company and, in any event, shall be jointly agreed in writing by the Major Shareholder and the Company.
The Company undertakes, as long as the Shareholders' Agreement remains in force, not to transfer its shares in the Target Company (other than transfer to a wholly-owned subsidiary of the Company) without the prior written approval of the Major Shareholder.
- 6 -
Under the Shareholders' Agreement, the Company shall grant, at nil consideration a right of transfer (the "Right of Transfer") to the Vendors in case where the Company ceases to wholly own the Investor Subsidiary or where Ms. Zhao ceases to be a Controlling Shareholder (collectively, the "Change of Control").
In the event that there is a Change of Control, the Company undertakes to transfer to the Vendors, if so requested by the Vendors, all, but not less than all, of its Sale Shares. The Vendors can exercise the Right of Transfer within six months after the Change of Control. Further and detailed terms of the Right of Transfer shall be subject to further negotiation between the Company and the Vendors. The price for the transfer of Sale Shares by the Company to the Vendors under the Right of Transfer shall be based on a valuation agreed upon by the parties and be finalized pursuant to the terms and conditions of the Shareholders' Agreement.
Below is a brief summary of the reasons for and benefits of the Sale and Purchase
Agreement:
(1) The Company can introduce the higher quality and more advanced technology products of Vivacy, and act as an agent of such products through the cooperation. Those products can develop the product portfolio, together with the existing products of the Company, enrich the Company's product content as a platform service provider, thereby enhancing the Company's competitive advantage in the PRC market. In addition, the products offered by Vivacy will also be the major driving force for the Company to expand the Asia-Pacific market.
(2) Capitalizing on the growth of the anti-aging market in Asia, the transaction rationale is driven by a number of compelling portfolio and pipeline, revenue and profit expansion synergies. This will be facilitated by complementary strengths in terms of core competencies, product and pipeline projects as well as addressed markets.
(3) The strategic alliance with Vivacy represents an essential breakthrough for the Company to becoming a high-end integrated global player, linking Chinese operational prowess with cutting-edge French anti-aging know-how.
(4) Through the collaboration with Vivacy, the Group will benefit from an access to the European market where Vivacy is already present.
- 7 -
The Shareholders' Agreement will help regulate the shareholders' rights and obligations in the Target Group.
The Directors (including the independent non-executive Directors) are of the view that the Sale and Purchase Agreement and the Shareholders' Agreement are on normal commercial terms, and that the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders taken as a whole.
The Target Company is a company incorporated under the laws of Luxembourg with limited liability and is an investment holding company with no substantial business activities other than its holding of Vivacy. As at the date of this announcement, the Target Company holds 15,613 shares of Vivacy (representing 89.51% of the issued share capital of Vivacy). Vivacy is principally engaged in the design, development, manufacturing and sale of medical aesthetic devices including dermal fillers and cosmetics. Its hyaluronic acid injection filler is manufactured using proprietary patent technologies, which makes injection more comfortable and safer, and has been applied for registration in the PRC. The Target Company is owned as to approximately 70.47% in aggregate by the Vendors immediately before the Acquisition.
INFORMATION OF THE GROUPThe Company is an investment holding company. The subsidiaries of the Company are principally engaged in the development, manufacture and sale of a diversified range of hyaluronic acid raw materials and end products.
INFORMATION OF THE VENDORS
The Vendors are three individuals holding 1,099,304 shares of the Target Company in aggregate (representing approximately 70.47% of its entire issued share capital) immediately before the Acquisition.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the Vendors and their ultimate beneficial owners are third parties independent of the Company and its connected persons.
- 8 -
As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the Acquisition exceed 5% but all the relevant percentage ratios are less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. It is thus subject to the reporting and announcement requirements but is exempt from the requirements of circular and shareholders' approval.
After the Closing, the Target Company will not become a subsidiary of the Company and Vivacy will continue to develop its own proprietary technology and to manufacture its products in France.
In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:
"Acquisition" the proposed acquisition of the Sale Shares by the Purchaser in accordance with the terms and conditions of the Sale and Purchase Agreement
"Apportioned Closing
Net Financial Debt"
37.32% of Closing Net Financial Debt
"Board" the board of Directors
"Business Day" means any day other than a Saturday, a Sunday or a legal holiday in Luxembourg
"Cash at Closing" as at Closing, the consolidated amount of all cash in hand, cash at bank and cash equivalents (including all marketable securities) held by the Target Group less the unmatured discount notes held by the Target Group
"Closing" completion of the transfer of title of the Sale Shares and the payment of the Consideration contemplated under the Sale and Purchase Agreement
- 9 -
"Closing Financial
Debt"
as at Closing, the consolidated amount of (i) bank loans, bonds, facilities, overdraft, or presently used lines of credit, either short-term, medium-term or long-term, with financial institutions, held by the Target Group; and (ii) current accounts owed by the Target Group towards the Vendors or any other shareholder of the Target Group; and (iii) any dividends approved by the shareholders of any Target Group and not yet paid (or accounted for in the shareholders' current accounts)
"Closing Net
Financial Debt"
the difference, whether negative or positive, between the
Closing Financial Debt and Cash at Closing
"Company" or
"Purchaser"
Bloomage BioTechnology Corporation Limited, a company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on the main board of the Stock
Exchange
"connected persons" has the meaning as ascribed to it under the Listing Rules
"Controlling
Shareholder"
any person who is or group of persons who are together entitled to exercise or control the exercise of 30% (or such other amount as may from time to time be specified by the Securities and Futures Commission as being the level for triggering a mandatory general offer) or more of the voting power at general meetings of a listed company or who is or are in a position to control the composition of a majority of the board of directors of a listed company (or as defined under the Listing Rules as revised and amended from time to
time)
"Directors" the directors of the Company
"EUR" euro, the lawful currency of the Euro Zone
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Investor Subsidiary" a wholly-owned subsidiary of the Company incorporated under the laws of a State of the European Union to which the Company shall assign all its rights and obligations under the Sale and Purchase Agreement
- 10 -
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"Major Shareholder" an individual holding 858,304 shares of the Target Company (representing approximately 55.02% of its entire issued share capital) immediately before the Acquisition
"Master Distribution
Agreement"
the master distribution agreement to be entered into between
Vivacy and the Company on or before the date of Closing
"Ms. Zhao" Ms. Zhao Yan, being an executive Director and the chairman of the Board
"PRC" the People's Republic of China and for the purpose of this announcement excluding Taiwan, Hong Kong and Macau
"Sale and Purchase
Agreement"
the sale and purchase agreement dated 26 May 2015 entered into between the Company (as purchaser) and the Major Shareholder and two other individuals (as Vendors) relating to the sale and purchase of 582,192 shares of the Target Company (representing 37.32% of its entire issued share
capital)
"Shareholders' Agreement"
the shareholders' agreement appended to the Sale and
Purchase Agreement, to be entered at Closing between the
Company and the Vendors
"Sale Shares" 582,192 shares of the Target Company, of which 507,232 shares to be sold by the Major Shareholder and 74,960 shares in aggregate to be sold by the two other individuals
"Shareholder(s)" holder(s) of shares of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Target Company" V Plus SA, a limited liability company incorporated in
Luxembourg
"Target Group" collectively, the Target Company and Vivacy
"two other
individuals"
two individuals in aggregate holding 241,000 shares of the Target Company (representing approximately 15.45% of its entire issue share capital) immediately before the
Acquisition
"Vendors" the Major Shareholder and two other individuals
- 11 -
"Vivacy" Laboratoires Vivacy SAS, a French société par actions simplifiée (limited liability company) with a share capital of EUR 1,744,200, having its registered office located at Archamps - 252 rue Douglas Engelbart, Archamps Technopole, registered with the Thonon-les-Bains Trade and Companies Register under number 498 485 275
"%" per cent.
Hong Kong, 26 May 2015
By Order of the Board
Chairman
As at the date of this announcement, the executive Directors are Ms. Zhao Yan, Mr. Jin Xuekun, Ms. Liu Aihua and Ms. Wang Aihua; the non-executive Director is Mr. Guo Jiajun; the independent non-executive Directors are Ms. Zhan Lili, Mr. Hai Wen and Mr. Li Junhong.
- 12 -
|
distributed by
|
