Connected Transactions Involving Subscription by Vivo Suzhou Fund and Centerlab for TOT BIOPHARM Shares
SUZHOU,China,June 2,2022 -- On June 1,2022,TOT BIOPHARM International Company Limited (TOT BIOPHARM,Stock code: 1875.HK) announced that the company entered into a Share Subscription Agreement with VIVO Suzhou Fund and Centerlab. Pursuant to the agreement,Vivo Suzhou Fund and Centerlab agreed to subscribe for 116,250,000 and 33,750,000 shares of TOT BIOPHARM,respectively,at a subscription price of HK$3.15 per share,with a total of 150,000,000 shares,accounting for approximately 24.38% of the company's issued capital as of the date of this announcement. The Subscription Price represents a premium of 4.79% over the average closing price as quoted on the Stock Exchange five trading days prior to the date of the Subscription Agreements. After the completion of the subscription agreement,the shareholding ratio of Vivo Suzhou Fund and Centerlab will reach approximately 28.68% and 28.66%.
In recent years,TOT BIOPHARM has accelerated its strategic adjustment,strengthened its competitive advantage in the antibody conjugated drugs (ADCs) field,and facilitated the construction of an industry-leading ADC one-stop commercialization platform. The company has made every effort to expand its one-stop innovative drug CDMO business,achieving breakthrough results and an ever-growing business scale,which has already become a new engine for corporate growth.
The net proceeds from the Subscriptions have amounted to HK$470 million (approximately RMB 400 million),which will improve corporate liquidity,expand the capital base,optimize the capital structure,and provide support for corporate long-term growth. The company intends to apply the proceeds to: further expand CDMO business and strengthen project cooperation with domestic and foreign pharmaceutical companies; promote the continuous construction of global R&D centers,improving ADC commercialization capacities,thereby improving product cost-effectiveness; complete the phase III clinical trial of TAA013 and etc.; carry out production and marketing of Pusintin®,Tazian®,and Megaxia®,etc.
Mr. Fu Shan,Chairman of TOT BIOPHARM,Managing Partner,Global Co-CEO and Asia CEO of Vivo Capital LLC,highlighted: "This transaction is another major milestone of TOT BIOPHARM,which symbolizes its clear strategic planning and business performance have been highly recognized by shareholders. Over the past years,the management team of the company has always concentrated on the advantages of core competencies,optimized resource allocation,and built a differentiated pathway to create a domestically leading and internationally competitive ADC platform. They have also actively expanded CDMO business and established a commercialization platform with great competitive edges and industrial value,showing strong potential and sustainability,which gains shareholders and the board of directors' confidence in the company's future development."
Dr. Liu Jun,CEO of TOT BIOPHARM, expressed,"It is a great honor to gain the strong support and recognition of our two major shareholders,Vivo Capital and Centerlab,during the critical period of us re-setting corporate priorities on commercialization and strategic adjustment with ADC as the core. By far,our strategic transformation and up-gradation to ADC CDMO have yielded remarkable results. This capital increase will further enhance our capital strength and provide financial support for corporate sustainability. In the upcoming days,we will continue to take efforts to optimize capital structure,establish a diversified and sustainable business model,as well as to enhance the comprehensive strength of process development,accelerate the ADC commercialization process,and create a new engine for CDMO business growth,thereby strengthening the corporate earning capacity,and creating bountiful returns for shareholders and investors."
About Vivo Suzhou Fund and Other Funds Managed by Vivo Capital LLC
Vivo Suzhou Fund is a limited partnership established in the PRC managed by Vivo Equity Investment Management (Shanghai) Co.,Ltd.,a private equity fund manager registered with the Asset Management Association of China which is directly wholly-owned and controlled by Vivo Capital LLC. Vivo VIII Funds,which are also funds managed by Vivo Capital LLC,have been shareholders of the Company since December 2015. Vivo Capital LLC's predecessor was founded in the United States in 1996. Vivo Capital LLC was incorporated in the State of California of the United States in 2005,and is an investment adviser registered with the United States Securities and Exchange Commission. Spanning private equity,public equity and venture capital,it is a global healthcare investment firm that focuses on finding and building value in healthcare companies in the United States and Greater China. It invests in both public and private healthcare companies through funds managed by it or its affiliate,including Vivo Suzhou Fund and Vivo VIII Funds,among others. In terms of assets under management (AUM),as of 31 December 2021,Vivo Capital LLC managed over US$6.4 billion in client assets on a discretionary basis.
About Centerlab
Centerlab was incorporated in Taiwan in 1959 and its shares were listed on the Taipei Exchange in 2003 (stock code: 4123). It is Taiwan's largest manufacturer of oral liquid pharmaceuticals,with a market share of about 70%. Its products are mainly oral solutions,including syrups,suspensions,emulsions and other dosage forms. It also engages in new drug research and development,active pharmaceutical ingredients,minimally invasive medical devices and other businesses through investments in other corporations. In recent years,Centerlab is known as the "Biotech Industrial Bank" in Taiwan for its track record of incubating or investing in various biotech and related companies listed or to be listed on the Stock Exchange or the Taipei Exchange (including the Company) and fostering their growth and development. As of 31 December 2021,Centerlab had total assets of NT$30.4 billion (equivalent to approximately US$1.1 billion).
About TOT BIOPHARM International Company Limited (Stock Code: 1875.HK)
TOT BIOPHARM is dedicated to developing and commercializing innovative anti-tumor drugs and therapies,striving to build a leading oncology treatments brand worthy of the trust of patients and their family members,and medical professionals.
The Company has set up an internationally competitive innovative drugs commercial production base equipped with including antibody drug substance and formulation production facility,as well as an integrated ADC commercial production facility capable of putting out both ADC drug substance and freeze-dried formulation. By the first half of 2022,the production capacity for biological drugs of the base is expected to reach approximately 20,000 liters,realizing quality commercial production of innovative drugs.
Given its competitiveness in R&D and production,TOT BIOPHARM has strategic partners in domestic and overseas pharmaceutical corporations to provide one-stop CDMO services from develop and manufacture. Upholding its "facilitating innovation and mutual growth with a focus on quality" service concept,the Company is committed to hastening development and production of chemical drugs and biological drugs,especially ADC drugs,and to empowering its partners to the ultimate end of benefiting patients.
Forward-Looking Statements
This news release may contain certain forward-looking statements that are,by their nature,subject to significant risks and uncertainties. The words "anticipate","believe","estimate","expect","intend" and similar expressions,as they relate to TOT BIOPHARM,are intended to identify certain of such forward-looking statements. TOT BIOPHARM does not intend to update these forward-looking statements regularly.
These forward-looking statements are based on the existing beliefs,assumptions,expectations,estimates,projections and understandings of the management of TOT BIOPHARM with respect to future events at the time these statements are made. These statements are not a guarantee of future developments and are subject to risks,uncertainties and other factors,some of which are beyond TOT BIOPHARM's control and are difficult to predict. Consequently,actual results may differ materially from information contained in the forward-looking statements as a result of future changes or developments in our business,TOT BIOPHARM's competitive environment and political,economic,legal and social conditions.
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