Fosun Pharma’s Privatization of Henlius Includes Cash and Share Offers, Aims for Full Equity Control

Shanghai Fosun Pharmaceutical (Group) Co., Ltd, listed on the Shanghai Stock Exchange (SHA: 600196) and the Hong Kong Stock Exchange (HKG: 2196), has unveiled plans to privatize its subsidiary, Shanghai Henlius Pharmaceutical Co., Ltd (HKG: 2696). In a cash transaction, Fosun Pharma intends to offer HKD 24.60 per share to acquire and cancel up to 131 million outstanding shares of Henlius. Additionally, it will offer RMB 22.444794 per share, equivalent to the cancellation price per share of H shares at the agreed exchange rate, to acquire and cancel up to 88,700,925 non-issued shares. The total transaction value is capped at HKD 5.407 billion (approximately USD 692 million), which, upon completion, would result in Fosun holding 100% equity in Henlius.

In a recent stock exchange statement, Fosun Pharma has announced adjustments to the privatization plan in response to shareholder feedback. Fosun New Pharma has decided to offer Henlius shareholders, excluding Shanghai Fosun Pharmaceutical Development and Fosun Industries, an alternative to the cash offer: a share selection offer. Under this revised plan, Fosun New Pharma will issue new shares to the holding platform at an agreed proportion to acquire up to 43,479,588 shares of Henlius, which represents no more than 8% of Henlius’ total shares, including both listed and non-listed shares.

The remaining shares of Henlius will be acquired and canceled through Fosun New Pharma’s cash contribution at the rates of HKD 24.60 per H share or RMB 22.444794 per non-listed share. With this adjusted plan, it is anticipated that post-transaction, Fosun Group will hold a minimum of approximately 92% equity in Fosun New Pharma (the surviving entity after the absorption and merger of Henlius), assuming full implementation of the share option offer. If no Henlius shareholders opt for the share selection offer, Fosun could hold up to 100% equity.- Flcube.com

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