BIOSENSORS INTERNATIONAL GROUP LTD -
INTRODUCTION
The Initial Announcement. The respective boards of directors of Biosensors International Group, Ltd. (the 'Company') and CB Medical Holdings Limited ('CBMHL') refer to the announcement of the Company dated 28 October 2015 on the offer from CITIC Private Equity Funds Management Co., Ltd. ('CITIC') (on behalf of Beijing CITIC Investment Centre (Limited Partnership) (北京中信投资中心（有限合伙）) ('CITICPE Fund') and other co-investors) on
23 October 2015 for the proposed amalgamation (the 'Amalgamation') between the Company and CBMHL, a substantial shareholder of the Company, under the laws of Bermuda. In connection with the Amalgamation, CBMHL had originally valued each ordinary share in the capital of the Company ('Share') at S$0.815 in cash per Share, and had thereafter raised the offer price for each Share to S$0.825 in cash per Share. After significant deliberation and detailed evaluation by the board of directors of the Company, and lengthy discussions and negotiations with CBMHL, CBMHL had agreed to raise the offer price to (a) S$0.84 in cash per Share; or (b) the Share Consideration (as defined below), as further elaborated in paragraph 3.1(c) below.
The Amalgamation. On the basis of this revised offer price, the directors of the Company, CBMHL, CB Cardio Holdings I Limited ('CBCH I') and CB Cardio Holdings II Limited ('CBCH II' and together with CBMHL and CBCH I, the 'CITICPE Entities') (each, a 'Party' and collectively, the 'Parties') have unanimously determined that the Amalgamation is in the best interests of their respective companies and approved it on the terms and subject to the conditions set forth in the Amalgamation Agreement (as defined below). The board of directors of the Company considers it important to provide the shareholders of the Company ('Shareholders') with the opportunity to decide on the Amalgamation on its merits. Accordingly, the board of directors of the Company wishes to announce the Amalgamation between the Company and CBMHL whereby CBMHL shall be amalgamated with and into the Company, and the amalgamated company shall continue as a Bermuda exempted company (the 'Amalgamated Company'), pursuant to Section 104 of the Companies Act 1981 of Bermuda (the 'Companies Act') and the Singapore Code on Takeovers and Mergers (the 'Code'). The Amalgamated Company shall, upon the Amalgamation taking effect, be a wholly-owned subsidiary of CBCH I.
Amalgamation Agreement. In connection with the Amalgamation, the Parties have on 3 November 2015 entered into an amalgamation agreement (the 'Amalgamation Agreement') setting out the terms and conditions on which the Parties will implement the Amalgamation.
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INFORMATION ON THE PARTIES
The Company. The Company was incorporated in Bermuda on 28 May 1998 and was listed on the Main Board of the Singapore Exchange Securities Trading Limited (the 'SGX-ST') on 20 May 2005. The Company develops, manufactures and commercialises innovative medical devices, aiming to improve patients' lives through pioneering medical technology that pushes
forward the boundaries of innovation. The Company currently operates through four (4) business units ('BU'): (a) the Cardiovascular BU, composing primarily of the ExcelTM and BioMatrixTM families of drug-eluting stents and stent technologies such as BA9TM; (b) the Cardiac Diagnostic BU, including Spectrum Dynamics products that offer advanced medical imaging and clinical solutions to help interventional cardiologists determine the most appropriate treatment for patients; (c) the Peripheral Intervention BU, which offers solutions
for the treatment of patients with peripheral arterial disease; and (d) the Critical Care Products BU, which fosters the development of critical care catheters, hemodynamic monitoring, and related devices used during heart surgery procedures, vascular surgery procedures and intensive care treatments. The Company has operations worldwide and is headquartered in Singapore.
The board of directors of the Company comprises the following:
Yoh-Chie Lu (Executive Chairman);
Jose Calle Gordo (Executive Director and Chief Executive Officer);
Adrian Chan Pengee (Lead Independent Director);
Xiuping Zhang (Non-Executive Independent Director);
Jinsong Bian (Non-Executive Independent Director);
Jean-Luc Butel (Non-Executive Independent Director);
Qiang Jiang (Non-Executive Non-Independent Director);
Bing Yuan (Non-Executive Non-Independent Director);
Dong Liu (Non-Executive Non-Independent Director); and
Bin W u (Non-Executive Non-Independent Director).
As at the date of this Joint Announcement (the 'Joint Announcement Date'), the Company has an issued and paid-up capital of US$117,822.71, comprising 1,767,212,365 Shares of which 78,662,400 are held as treasury shares.
CBMHL. CBMHL is an investment holding company incorporated in Bermuda and is a subsidiary indirectly owned by CITICPE Fund. CITICPE Fund, a limited partnership organised under the laws of the People's Republic of China (the 'PRC'), is a China focused private equity fund managed by CITIC.
The current members of the board of directors of CBMHL are Bin Wu and Dong Liu, who are employees of the investment manager of CITICPE Fund. The sole shareholder of CBMHL is CBCH I.
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CBCH I. CBCH I is a special purpose vehicle incorporated under the laws of the British Virgin Islands in connection with the Amalgamation as a wholly-owned subsidiary of CBCH II.
The current members of the board of directors of CBCH I are Bin Wu and Dong Liu.
CBCH II. CBCH II is a special purpose vehicle incorporated under the laws of the Cayman Islands in connection with the Amalgamation as a wholly-owned subsidiary of CB Medical Investment Limited which is in turn controlled by CITICPE Fund. As at the Joint Announcement Date, CBCH II has 330,456,084 issued ordinary shares of par value US$0.00001 each ('CBCH II Shares').
The current members of the board of directors of CBCH II are Bin Wu and Dong Liu. Certain co-investors will be investing in CBCH II for the purposes of providing equity funding in respect of the Amalgamation. Such co-investors have entered into various share subscription agreements with CBCH II, further details of which are set out in paragraph 6.2 below.
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THE AMALGAMATION
The Amalgamation. Under the Amalgamation, on the date on which the Amalgamation becomes effective in accordance with the Amalgamation Agreement and the Companies Act ('Effective Date'):
each issued and outstanding share in the share capital of CBMHL as at a books closure date to be announced (before the Effective Date) by the Company on which the transfer books and the register of members of the Company will be closed in order to determine the entitlements of the Shareholders in respect of the Amalgamation (the 'Books Closure Date') shall be converted into one (1) fully paid and non-assessable share in the share capital, par value US$0.01 per share, of the Amalgamated Company;
each Share owned by CBCH I or CBMHL or the Company as at the Books Closure Date, shall be cancelled without any consideration or repayment of capital in respect thereof or any conversion thereof;
each Share issued as at the Books Closure Date (other than Shares to be cancelled in accordance with paragraph 3.1(b) above) will, by virtue of the Amalgamation, be cancelled in exchange for the right to receive, at the election of the holder of such Share (by validly completing, signing and returning the election forms) either the Cash Consideration (as defined below) or the Share Consideration (as defined below), in accordance with the provisions and instructions printed on the election forms:
S$0.84 in cash per Share (the 'Cash Consideration'). The aggregate cash amount that is payable to any Shareholder as at the Books Closure Date in
respect of the Shares held by such Shareholder will be rounded down to the nearest whole cent; or
one (1) validly issued, fully paid and non-assessable ordinary share of par value US$0.00001 in the authorised share capital of CBCH II (the 'Share Consideration') instead of shares of the Amalgamated Company, provided that such Shareholder shall not be a resident, as at the Books Closure Date, of (A) the PRC, (B) the United States of America, or (C) such other jurisdiction where the offering of, or the acceptance of, the Share Consideration would, in the opinion of the board of directors of CBCH I, be unduly onerous or would contravene the relevant laws of that jurisdiction or would result in the offering of the Share Consideration being deemed or treated as a public offering and prospectus filing, registration or similar actions in such jurisdiction becoming applicable to the offering of the Share Consideration (each, an 'Excluded Jurisdiction') and, provided further, that such Shareholder complies with the applicable know-your-client and anti- money laundering requirements under the laws of the Cayman Islands.
Any holder of such Shares who (i) fail to validly elect either the Cash Consideration or Share Consideration; (ii) are residents of the Excluded Jurisdictions; or (iii) fail to meet the applicable know-your-client and anti-money laundering requirements under the laws of the Cayman Islands, shall be deemed to have elected to receive the Cash Consideration in respect of all of their Shares.
If, based on legal advice of counsel, CBCH II and CBCH I reasonably determine that any Shareholder who has elected to receive the Share Consideration is a resident of an Excluded Jurisdiction, CBCH II and CBCH I shall have the right to pay to such Shareholder, the applicable aggregate Cash Consideration (in lieu of the Share Consideration that has been elected by such Shareholder).
Dissenting Shareholders. Pursuant to Section 106 of the Companies Act, any Shareholder who did not vote in favour of the Amalgamation and who is not satisfied that he/she has been offered fair value for his/her Shares may, within one (1) month of the giving of the notice of the special general meeting of the Shareholders to approve the Amalgamation ('Shareholders Meeting'), apply to the Supreme Court of Bermuda to appraise the fair value of his/her Shares. For purposes of this paragraph 3.2, Shareholders who did not vote in favour of the Amalgamation and who make an application to the Supreme Court of Bermuda pursuant to section 106 of the Companies Act and comply with all the provisions of the Companies Act concerning their appraisal rights are hereinafter referred to as the 'Dissenting Shareholders' and the Shares held by the Dissenting Shareholders are hereinafter referred to as the 'Dissenting Shares'. Notwithstanding anything in the Amalgamation Agreement to the contrary, all Dissenting Shares outstanding as at the Books Closure Date shall be cancelled immediately prior to the Effective Date. If a Dissenting Shareholder fails to perfect effectively, withdraws or waives or loses his statutory appraisal rights, such Dissenting Shareholder shall be entitled to receive the aggregate Cash Consideration payable to such Shareholder.
- Amalgamation Document. Further information on the Amalgamation and the terms and conditions of the Amalgamation will be set out in the document to be issued by the Company
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