2014-03-05
fosun pharma to spend rmb1.866 billion at most to increase its equity interest in jinzhou aohong pharma, to consolidate its pharmaceutical business
28 february 2014, fosun pharmaceutical (group) co., ltd. ("fosun pharma" or the “company”; stock code: 600196-sh, 02196-hk), a leading healthcare company in the prc, is pleased to announce that shanghai fosun pharmaceutical industrial co., ltd. (“fosun pharmaceutical industrial”), its wholly-owned subsidiary, entered into the new equity transfer agreement with xinjiang boze, jinzhou aohong pharma and mr. yu hongru, pursuant to which, fosun pharmaceutical industrial proposes to acquire an aggregate of 28.146% equity interest in jinzhou aohong pharma held by xinjiang boze at a consideration of not more than rmb1.866 billion. upon the completion of the equity transfer, fosun pharmaceutical industrial will hold 98.146% equity interest in aohong pharma. the company believes the move will further consolidate its pharmaceutical business.
the consideration of the proposed acquisition was determined at 13 times jinzhou aohong pharma’s 2013 actual annual profit, via arm’s length negotiations between the parties, having taken into account the market share and brand influence of the two product series ‘‘ao de jin’’ and ‘‘bang ting’’ of aohong pharma and the rapid growth trend shown by the results of aohong pharma in recent years.
the proposed acquisition will be carried out in two phases. after the new equity transfer agreement takes effective, fosun pharmaceutical industrial will acquire 23% equity interest in jinzhou aohong pharma held by xinjiang boze at a consideration of not more than rmb1.525 billion; in the phase ii from 1 january 2019 to 15 january 2019, fosun pharmaceutical industrial will acquire the remaining 5.146% equity interest in jinzhou aohong pharma held by xinjiang boze at a consideration of not more than rmb341 million.
in august 2011, a 70% equity interest in jinzhou aohong held by xinjiang boze was assigned to fosun pharmaceutical industrial for a consideration of not more than rmb1.365 billion. to date, fosun pharmaceutical industrial has already held 70% equity interest in jinzhou aohong pharma. mr. yu hongru currently serves as board chairman of jinzhou aohong. prior to this transaction, mr. yu hongru held 98.33% equity interest in xinjiang boze, which owned 28.146% equity interest in jinzhou aohong.
jinzhou aohong’s main products include deproteinized calf serum injections, deproteinized calf serum eye gel, deproteinized calf serum enteric-coated capsules, hemocoagulase for injection, yushangling capsules, kanggu zengsheng tablets etc.
the company indicates that this transaction would be instrumental in pushing ahead with the formulation and implementation of jinzhou aohong’s strategy, sharpening up the r&d and pipeline of new products and strengthening the group’s pharmaceutical business. meanwhile, this transaction is priced fairly and reasonably and it is not detrimental to the interests of the company and its shareholders, particularly those of minority shareholders.
as the announcement suggests, this transaction is still subject to the approval from the general meeting of fosun pharma.
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about shanghai fosun pharmaceutical (group) co., ltd.
established in 1994, shanghai fosun pharmaceutical (group) co., ltd. (“fosun pharma”) is a leading listed company in china’s pharmaceutical industry and was listed on shanghai stock exchange in august 1998 and on the main board of the stock exchange of hong kong limited in october 2012 (stock code: 600196-sh, 02196-hk). its main business includes pharmaceutical manufacturing, distribution and retail of medicine, medical service, diagnostic products and medical devices. for more information, please visit www.fosunpharma.com.
the consideration of the proposed acquisition was determined at 13 times jinzhou aohong pharma’s 2013 actual annual profit, via arm’s length negotiations between the parties, having taken into account the market share and brand influence of the two product series ‘‘ao de jin’’ and ‘‘bang ting’’ of aohong pharma and the rapid growth trend shown by the results of aohong pharma in recent years.
the proposed acquisition will be carried out in two phases. after the new equity transfer agreement takes effective, fosun pharmaceutical industrial will acquire 23% equity interest in jinzhou aohong pharma held by xinjiang boze at a consideration of not more than rmb1.525 billion; in the phase ii from 1 january 2019 to 15 january 2019, fosun pharmaceutical industrial will acquire the remaining 5.146% equity interest in jinzhou aohong pharma held by xinjiang boze at a consideration of not more than rmb341 million.
in august 2011, a 70% equity interest in jinzhou aohong held by xinjiang boze was assigned to fosun pharmaceutical industrial for a consideration of not more than rmb1.365 billion. to date, fosun pharmaceutical industrial has already held 70% equity interest in jinzhou aohong pharma. mr. yu hongru currently serves as board chairman of jinzhou aohong. prior to this transaction, mr. yu hongru held 98.33% equity interest in xinjiang boze, which owned 28.146% equity interest in jinzhou aohong.
jinzhou aohong’s main products include deproteinized calf serum injections, deproteinized calf serum eye gel, deproteinized calf serum enteric-coated capsules, hemocoagulase for injection, yushangling capsules, kanggu zengsheng tablets etc.
the company indicates that this transaction would be instrumental in pushing ahead with the formulation and implementation of jinzhou aohong’s strategy, sharpening up the r&d and pipeline of new products and strengthening the group’s pharmaceutical business. meanwhile, this transaction is priced fairly and reasonably and it is not detrimental to the interests of the company and its shareholders, particularly those of minority shareholders.
as the announcement suggests, this transaction is still subject to the approval from the general meeting of fosun pharma.
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about shanghai fosun pharmaceutical (group) co., ltd.
established in 1994, shanghai fosun pharmaceutical (group) co., ltd. (“fosun pharma”) is a leading listed company in china’s pharmaceutical industry and was listed on shanghai stock exchange in august 1998 and on the main board of the stock exchange of hong kong limited in october 2012 (stock code: 600196-sh, 02196-hk). its main business includes pharmaceutical manufacturing, distribution and retail of medicine, medical service, diagnostic products and medical devices. for more information, please visit www.fosunpharma.com.