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) VOLUNTARY ANNOUNCEMENT COMPLETION OF THE ACQUISITION INTRODUCTION
Reference is made to the announcements (the "Announcements") of Bloomage BioTechnology Corporation Limited (the "Company", together with its subsidiaries, the "Group") dated 26 May 2015 and 28 May 2015 relating to the Acquisition of
37.32% issued share capital of V Plus SA and the Shareholders' Agreement. Unless
otherwise specified, terms used herein shall have the same meanings as defined in the
Announcements.
The Board is pleased to announce that the Acquisition was completed on 15 July 2015 (the "Closing Date") and the Provisional Consideration in the sum of EUR59,000,000 was paid on the same date.
In accordance with the Sale and Purchase Agreement, on the Closing Date,
1. the Company assigned 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;
2. the title of the Sale Shares was transferred from the Vendors to the Investor
Subsidiary;
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3. the Shareholders' Agreement was entered into between the Investor Subsidiary;
and
4. the Master Distribution Agreement setting forth the terms and conditions of the close cooperation of the Group and Vivacy in the marketing and sales of certain Vivacy's products in the Asia-Pacific region, was entered into between Vivacy and the Company.
As the transactions to be contemplated under the Master Distribution Agreement will be conducted in the ordinary course of business of the Group, the entering into of the Master Distribution Agreement does not constitute a transaction of the Company under Chapter 14 of the Listing Rules and thus is not subject to the reporting, announcement, circular and shareholders' approval requirements.
After the Closing, Vivacy does not become a subsidiary of the Company.
Hong Kong, 15 July 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.
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