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中国公司组团收购美国纳斯达克上市公司

 


2017年6月8日,立足于美国,聚焦中国的专业制药公司美国赛生制药(SciClone Pharmaceuticals)发表声明宣布:赛生制药和由德福资本、中银投资、鼎晖投资、上达资本、博赢创投组成的中国财团达成最终的并购协议,中方财团将以每股11.18美元现金收购所有赛生制药的流通股,估值约为6.05亿美元。赛生制药董事会一致批准该并购协议。该交易估值相当于赛生2017年6月7日收盘股价溢价16%和十日成交量加权平均收盘价溢价11%。本交易需要得到赛生股东的批准和符合其它成交惯例条件,预计本年度全部完成

赛生制药官网显示的已上市产品线如下。已有8个上市产品,其中7个为抗肿瘤药物,是与其它公司合作的产品。


赛生制药官网显示的研发管线如下。同样为8个产品,其中抗肿瘤药物3个、心血管药物3个、抗感染药物2个。所有这些产品都是与其它公司合作开发的。

在研管线中赛生与泽生科技合作开发心血管药物Neucardin值得特别的关注。欢迎阅读前两天刚刚发布的关于重组人纽兰格林(Neucardin)药物大幅降低心衰患者死亡率的文章!重组人纽兰格林是用于治疗轻、中度慢性心力衰竭的全球原创基因工程药物。其优势在于能直接作用于受损的心肌细胞,修复心肌细胞结构,改善其收缩及舒张功能,从而改善患者心脏功能、逆转心室重构,并可显著降低目标患者全因死亡率及再入院率,提高生活质量。

泽生科技:重组人纽兰格林药物大幅降低心衰患者死亡率


中国财团的领军企业是德福资本。德福资本是一所成立于2009年的私募股权投资机构,主要的投资方向是中国医疗健康行业的成长期企业。德福资本在北京、广州拥有事务所,管理约8亿美金的资本。曾于2011年5月13日投资甘李药业,于2014年5月9日从二级市场购入罗欣药业超过5%的H股。德福资本创始人是李振福先生。

振福先生在北京航空航天大学获得理学学士,在美国伊利诺斯技术研究院获得理学硕士。李先生曾任职于美国贝恩资本以及美联集团,后加入瑞士制药诺华集团任中国区总裁。李先生于2009年创立德福资本。  


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SciClone Enters Into Definitive Merger Agreement To Be Acquired By Consortium Led By GL Capital

SciClone to be acquired for $11.18 per share, representing a valuation of approximately $605 million


FOSTER CITY, Calif.June 8, 2017 /PRNewswire/ -- SciClone Pharmaceuticals, Inc. (NASDAQ: SCLN) (the "Company" or "SciClone") and a consortium consisting of entities affiliated with GL Capital Management GP Limited ("GL Capital"), Bank of China Group Investment Limited ("BOCGI"), CDH Investments, Ascendent Capital Partners and Boying (collectively, the "Buyer Consortium") today announced that they have entered into a definitive merger agreement under which the Buyer Consortium will acquire all the outstanding shares of SciClone for $11.18 per share in cash. The transaction will be funded by the Buyer Consortium through a combination of equity financing to be provided by the Buyer Consortium and debt financing, and is not subject to a financing condition. The transaction, which was unanimously approved by SciClone's Board, values the Company at approximately $605 million, on a fully diluted basis, and represents a premium of 11% over SciClone's closing stock price on June 7, 2017 and a premium of 16% over its ten-day volume-weighted average closing stock price. The transaction, which is expected to close this calendar year, is subject to approval by SciClone stockholders and other customary closing conditions.


"The Board has determined that a sale of the Company at this time is the best way to deliver meaningful value to SciClone's stockholders," said Jon S. Saxe, Chairman of SciClone's Board of Directors. "While SciClone has executed well on its growth strategies to date, following continued review of its strategic alternatives, the Board has determined that the challenges of continuing to operate as an independent US-based, publicly traded company in the complex, competitive and increasingly price-sensitive China pharmaceuticals market represent long-term risks to the Company's ability to maintain a strong growth trajectory and to meet its financial objectives. This agreement enables SciClone stockholders to achieve substantial cash value and premium to the Company's recent trading price in the near term and eliminates exposure to long-term risk and uncertainty."


Friedhelm Blobel, Chief Executive Officer of SciClone said, "We believe that SciClone has reached the stage where its long-term future and strategic path forward can best be realized as part of a corporate entity based in and managed from China. We are proud of the company we have built, and believe that the Buyer Consortium is best positioned to continue growing the business, compete more effectively and invest the necessary resources to further serve our customers and provide high quality medicines to Chinese patients. We want to express our deep appreciation to our customers, partners, collaborators and employees. We are pleased to be able to provide near-term value to our stockholders while ensuring the long-term future of the Company."


"On behalf of the Buyer Consortium, I would like to express my deep appreciation and admiration to the Board and the management of SciClone. They have done an impressive job navigating through China's complex healthcare landscape and built the Company into the solid and successful business it is today," said Jeffrey Li, founder and CEO of GL Capital. "We very much look forward to working with the Company's management and its excellent employees in the near future. With the extensive local knowledge and vast resources brought by the various members of the Buyer Consortium, we are confident the Company will have a bright and promising future for all of its customers, patients, employees, and other stakeholders."


Lazard is serving as exclusive financial advisor to SciClone and DLA Piper LLP (US) is serving as its legal advisor.


Morgan Stanley is serving as financial advisor to the Buyer Consortium and Skadden, Arps, Slate, Meagher & Flom LLP is serving as its legal advisor.


About SciClone

SciClone Pharmaceuticals, Inc. is a revenue-generating, specialty pharmaceutical company with a substantial commercial business in China and a product portfolio spanning major therapeutic markets including oncology, infectious diseases and cardiovascular disorders. SciClone's proprietary lead product, ZADAXIN® (thymalfasin), is approved in over 30 countries and may be used for the treatment of hepatitis B (HBV), hepatitis C (HCV), and certain cancers, and as an immune system enhancer, according to the local regulatory approvals. The Company has successfully in-licensed and commercialized products with the potential to become future market leaders and to drive the Company's long-term growth, including DC Bead®, a novel treatment for liver cancer. Through its promotion business with pharmaceutical partners, SciClone also markets multiple branded products in China which are therapeutically differentiated. SciClone is a publicly-held corporation based in Foster City, California, and trades on the NASDAQ Global Select Market under the symbol SCLN. For additional information, please visit www.sciclone.com.


About GL Capital

Established in 2010, GL Capital is a Greater China healthcare-focused, value-driven investment management group. Since inception, GL Capital has developed a reputation as the partner-of-choice for leading healthcare companies and demonstrated capability to add value to its portfolio companies.


About BOCGI

BOCGI is the principal direct investment platform of Bank of China. Established in 1984, BOCGI has made extensive investment in various sectors benefiting from China's economic growth.


About CDH Investments

Established in 2002, CDH Investments ("CDH") is one of the largest alternative asset management institutions focused on China, with over US$17 billionin assets under management as of 31 December 2016. CDH has more than 100 investment professionals working in offices in Hong KongSingaporeBeijingShanghai and Shenzhen. Since inception, CDH has invested in more than 180 companies, and has helped more than 50 companies successfully list on the stock exchanges in the U.S.Hong Kong and China. Many of these companies are sector leaders, and, collectively, they play an important role in China's economy. With its extensive network of business relationships and knowledge of China's domestic economy, CDH is an ideal partner for global companies to tap on China's growth potential.


About Ascendent Capital Partners

Ascendent Capital Partners ("Ascendent") is a private equity investment management firm focused on Greater China-related investment opportunities, managing capital for globally renowned institutional investors including sovereign wealth funds, endowments, pensions, foundations and fund-of-funds. Ascendent aims to provide influential and informed capital to help portfolio companies achieve greater value, while generating the highest quality risk-adjusted returns for our investors. Ascendent is managed by a team with extensive experience in executing innovative and groundbreaking private equity investments in Greater China.


About Boying

Boying Investments Limited is a wholly owned limited company of Mr. Weihang Zhu.


SOURCE: SciClone Pharmaceuticals, Inc.

参考资料:赛生制药官网、泽生科技官网、投资界、等。

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