A consortium of buyers led by Bizuo (Tony) Liu, Yihong Yao, Li (Helen) Zhang and Chengxiang (Chase) Dai, senior management members of Cellular Biomedicine Group, TF Capital, Dangdai International Group Co., Ltd., Maplebrook Ltd, Earls Mill Limited, Wealth Map Holdings Limited, Viktor Pan, Zheng Zhou, Opea S.R.L., Full Moon Resources Ltd, Yunfeng Fund III, L.P., fund managed by Yunfeng Capital, TF Capital Fund III L.P., Velvet Investment Pte. Ltd. GIC Pte. Ltd., and Mission Right Limited submitted a preliminary non-binding proposal letter to acquire remaining 80.2% stake in Cellular Biomedicine Group, Inc. (NasdaqGS:CBMG) from a group of shareholders for approximately $300 million on November 11, 2019. Consortium of buyers will acquire all outstanding shares of common stock of Cellular Biomedicine Group (other than those Shares held by the Consortium Members that may be rolled over in connection with the acquisition) for $19.5 per Share in cash in a going private transaction.

A Consortium of buyers led by Bizuo (Tony) Liu, Yihong Yao, Li (Helen) Zhang and Chengxiang (Chase) Dai, senior management members of Cellular Biomedicine Group, TF Capital, Dangdai International Group Co., Ltd., Maplebrook Ltd, Earls Mill Limited, Wealth Map Holdings Limited, Viktor Pan, Zheng Zhou, Opea S.R.L., Full Moon Resources Ltd, Yunfeng Fund III, L.P., fund managed by Yunfeng Capital, TF Capital Fund III L.P., Velvet Investment Pte. Ltd. and Mission Right Limited signed a definitive merger agreement to acquire remaining 52.34% stake in Cellular Biomedicine Group, Inc. from a group of shareholders for approximately $200 million on August 11, 2020. Under the terms of the agreement, consortium of buyers will acquire all outstanding shares of common stock of Cellular Biomedicine Group (other than those Shares held by the Consortium Members that may be rolled over in connection with the acquisition) for $19.75 per share in cash. For each vested Cellular Biomedicine restricted stock unit, an amount in cash equal to the total number of shares of common stock subject to such vested restricted stock unit immediately prior to the effective time of the merger multiplied by the per share merger consideration will be paid.

The transaction has been funded with a combination of cash and rollover of existing interests in the Cellular Biomedicine funded by the consortium members or their affiliates and any additional members we may accept into consortium. Pursuant to the Equity Commitment Letters, the investors have committed an aggregate cash amount of $210 million. If completed, the merger will result in Cellular Biomedicine Group, Inc. becoming a privately held company, and Cellular Biomedicine Group, Inc.'s common stock would no longer be listed on the NASDAQ Capital Market. Under the terms of the merger agreement, Cellular Biomedicine Group, Inc. (at the direction of the Special Committee) will conduct a 30-day “go shop” process, during which Cellular Biomedicine Group, Inc. is permitted to solicit, initiate, facilitate or encourage acquisition proposals and to participate in discussions or negotiations with respect to any acquisition proposal. In case of termination of the transaction, Cellular Biomedicine Group, Inc. will pay a termination fee of $12 million to the buyers while buyers will pay termination fees of $24 million to Cellular Biomedicine Group, Inc. upon the termination of the transaction.

Cellular Biomedicine Group, Inc. is expected to remain headquartered in Maryland. The merger is subject to regulatory approvals, receipt of the CFIUS Clearance and certain other customary closing conditions. The transaction is also subject to approval by a properly functioning special committee and approval from stockholders holding at least a majority of all the issued and outstanding shares of common stock of the Cellular Biomedicine not affiliated with any member of consortium. Cellular Biomedicine's stockholders will approve the merger in its special meeting to be held in 2020. On December 14, 2020, CFIUS commenced an investigation of the merger. The merger is not subject to a financing condition. Cellular Biomedicine Group, Inc.'s Board of Directors, acting on the unanimous recommendation of the special committee formed by the Board of Directors, approved the merger agreement and the transactions contemplated by the transaction. The special committee of Cellular Biomedicine's Board of Directors is composed of Alan Au, Edward Schafer, Terry A. Belmont and Wen Tao (Steve) Liu. The Board of Cellular Biomedicine recommends the shareholders to vote in favor of the transaction. As of January 28, 2021, the transaction got CFIUS clearance. On February 8, 2021, Cellular Biomedicine Group, Inc. shareholders approved the transaction. The transaction is expected to close during the first quarter of calendar year 2021. As on February 8, 2021, the transaction is expected to be completed in February 2021. Nima Amini, Alan Bao, Nolan Shaw, Aaron Xin, Greta Lichtenbaum, Ted Kassinger, David Ribner, Luc Moritz, Billy Abbott, Courtney Dyer, Courtney Byrd and Chris Del Rosso of O'Melveny & Myers LLP, Nicholas Norris, Daniel Dusek, David Feirstein and Xiaoxi Lin of Kirkland & Ellis LLP and Covington & Burling LLP acted as the legal advisors to the consortium of buyers. Jefferies LLC acted as financial advisor and Morton A. Pierce, Chang-Do Gong, Robert Chung, Sang Ji, Victoria Rosamond, Steve Lutt, George Paul, Tamer Nagy, Farhad Jalinous, Keith Schomig and Howard Wettan of White & Case LLP and William Fong of White & Case LLP - Hong Kong acted as legal advisors to special committee of Cellular Biomedicine. Weiheng Chen and Jie Zhu of Wilson Sonsini Goodrich & Rosati acted as legal advisor to Bizuo (Tony) Liu. Ning Zhang of Morgan, Lewis & Bockius acted as legal advisor to Velvet Investment. Jefferies LLC acted as fairness opinion provider to Cellular Biomedicine. Cellular Biomedicine has agreed to pay Jefferies for its financial advisory services to the Special Committee in connection with the merger an aggregate fee of $1.5 million, which was payable upon delivery of Jefferies' opinion to the Special Committee. Okapi Partners acted as proxy solicitor to Cellular Biomedicine Group and was paid a fee of $9500. Morgan, Lewis & Bockius LLP acted as legal advisor for Williams III, John M. of GIC. Gibson, Dunn & Crutcher LLP acted as legal advisor to Cellular Biomedicine Group.

A consortium of buyers led by Bizuo (Tony) Liu, Yihong Yao, Li (Helen) Zhang and Chengxiang (Chase) Dai, senior management members of Cellular Biomedicine Group, TF Capital, Dangdai International Group Co., Ltd., Maplebrook Ltd, Earls Mill Limited, Wealth Map Holdings Limited, Viktor Pan, Zheng Zhou, Opea S.R.L., Full Moon Resources Ltd, Yunfeng Fund III, L.P., fund managed by Yunfeng Capital, TF Capital Fund III L.P., Velvet Investment Pte. Ltd. GIC Pte. Ltd., and Mission Right Limited completed the acquisition of remaining 52.34% stake in Cellular Biomedicine Group, Inc. (NasdaqGS:CBMG) from a group of shareholders on February 19, 2021. In connection with the consummation of the Merger and in accordance with the Merger Agreement, the following directors of the Company: Chun Kwok Alan Au, Terry Belmont, Jacky (Gang) Ji, Steve (Wentao) Liu, Darren O'Brien, and Hansheng Zhou ceased to be directors of the Company, effective as of the effective time of the Merger. Tony (Bizuo) Liu and Edward Schafer remain as two directors of the Surviving Corporation. Effective upon completion of the Merger, the officers of the Company, Andrew Chan, Tony (Bizuo) Liu, and Yihong Yao, became the initial officers of the Surviving Corporation.