China Biologic Products, Inc. Waives Application of Preferred Shares Rights Agreement to Stock Purchase Agreement
On June 10, 2013, China Biologic Products, Inc. (CBPO), a leading, fully integrated, plasma-based biopharmaceutical company in China, announced that it has waived the application of its Preferred Shares Rights Agreement to the RAAS SPA (as defined below). Wilson Sonsini Goodrich & Rosati advised CBPO in connection with the matter.
On May 21, 2013, Shanghai RAAS Blood Products Co., Ltd. (RAAS), a public company listed on the Shenzhen Stock Exchange and a direct competitor of CBPO in China, entered into a stock purchase agreement with Ms. Siu Ling Chan, an individual stockholder of the company, and her spouse, Mr. Tung Lam (the "RAAS SPA," and the share acquisition transaction contemplated thereby, the "Proposed RAAS Transaction"). Based on the terms of the RAAS SPA, CBPO's board of directors determined on May 29, 2013, that RAAS had become an "Acquiring Person" as defined under the Rights Agreement.
On June 7, 2013, RAAS issued a public announcement in Chinese, stating that the shareholders of RAAS who attended that day's special shareholder meeting have unanimously voted against the Proposed RAAS Transaction and that RAAS has decided to terminate the transaction. Later the same day, Ms. Chan filed a Schedule 13D/A (the "Chan 13D/A") and RAAS filed a Schedule 13G (the "RAAS 13/G") with the U.S. Securities and Exchange Commission. Both the Chan 13D/A and the RAAS 13/G state that the RAAS SPA was mutually terminated by the parties thereto on June 7, 2013, effective retroactively as of May 21, 2013, the date on which the RAAS SPA was executed (the "RAAS SPA Termination"). In light of the RAAS SPA Termination, CBPO's board of directors made a determination on June 10, 2013, to waive the application of the Rights Agreement to the RAAS SPA.
In CBPO's press release, Mr. David (Xiaoying) Gao, chairman and chief executive officer, commented, "We are pleased to learn of the termination of the RAAS SPA. Thanks to our board of directors with the majority members being independent directors, prompt and decisive actions were taken in the best interest of our company and shareholders as a whole to prevent a direct competitor from disrupting our strategic development through an unfriendly acquisition of a significant minority stake in our company."