After a month of suspension, it announced the news that will be privatized by the holding subsidiary through the absorption and merger method. On the evening of June 24th, Fosun Pharma also announced that its holding subsidiary Fosun New Drug (i.e. the tenderer and the merger party) and another holding subsidiary Henlius (i.e. the merged party) signed the Absorption and Merger Agreement; on the same day, Fosun New Drug, Fosun Pharma Industry, and Fosun Industrial, its holding subsidiaries, jointly signed the Survival Agreement. Under the agreement, Fosun New Drug intends to purchase and cancel all the shares of Henlius held by other Henlius shareholders (including H shares and non-listed shares) in cash and/or shares, and privatize Henlius.$HENLIUS (02696.HK)$$FOSUN PHARMA (02196.HK)$
As of the announcement date, the total number of Henlius shares is 543 million shares (including 163 million H shares and 381 million non-listed shares). Fosun Pharma (through Fosun New Drug, Fosun Pharma Industry, and Fosun Industrial) holds a total of 324 million Henlius shares, accounting for approximately 59.56% of the total Henlius shares.
Henlius was established in February 2010 with its registered address in Shanghai. The legal representative is Zhang Wenjie, and it was listed on the main board of the Hong Kong Stock Exchange in September 2019. The company is mainly engaged in the research and development, production, sales, and provision of related technical services of monoclonal antibody (mAb) drugs (except for the development and application of human stem cell, gene diagnosis, and treatment technologies) and the transfer of its own technology and the provision of related technical consulting services.
In 2023, Henlius achieved operating income of CNY 5.395 billion, total profit of CNY 570 million, and net profit attributable to the parent company's shareholders of CNY 546 million.
As of December 31, 2023, Henlius' total assets were CNY 9.904 billion, the owner's equity attributable to the parent company's shareholders was CNY 2.192 billion, and the total liabilities were CNY 7.711 billion.
According to the announcement, the cash consideration part of the transaction is proposed to be acquired and canceled by Fosun New Drug at no more than HKD 24.6 per share of Henlius H shares and at no more than CNY 22.44 per non-listed share (corresponding to the per share cancellation price of the H shares calculated according to the agreed exchange rate) with cash, and privatising Henlius. The total cash consideration does not exceed HKD 5.407 billion or its equivalent in RMB.
Compared with the price of H shares acquired in the aforementioned transaction, the consideration for acquiring H shares is more than 30% premium over the price of Henlius H shares before the trading suspension.
According to the announcement, Fosun New Drug intends to issue new shares to purchase and cancel a total of 57.7249 million Henlius shares held by the other two holding subsidiaries of the company (i.e. Fosun Pharma Industry and Fosun Industrial).
In addition, Fosun New Drug plans to negotiate with relevant Henlius shareholders on the specific shareholder swap matters (i.e. after reaching the agreed conditions, the relevant Henlius shareholders can convert their Henlius shares into Fosun New Drug equity or holding platform shares according to the agreed ratio), and if it intends to execute the specific shareholder swap transaction, the transaction scheme will be submitted to the company's board of directors for review again, and progress updates will be issued by the company at that time.
However, Fosun New Drug has not reached any shareholder swap agreement with any Henlius shareholders.
After the premise and effective conditions stipulated in the Absorption and Merger Agreement are met, Henlius will apply to the Hong Kong Stock Exchange for voluntary delisting from the Hong Kong Stock Exchange in accordance with the Listing Rules of the Hong Kong Stock Exchange.
After the completion of this merger, Fosun New Drug (as the surviving entity after the merger) will inherit and take over all of Henlius' assets, liabilities, equity, business, personnel, contracts, and all rights and obligations, and Henlius' legal entity will be cancelled.
After completion of this trade (excluding the impact of specific shareholder stock swap transaction and potential share tender offer implemented by Fosun Pharma), Fosun Pharma (through Fosun Pharma Industry and Fosun International) will hold 100% equity of Fosun New Drug.
Fosun Pharma indicated that since Henlius went listed in Hong Kong, its H shares price has not reached expectations and the trading volume is low, affected by global macroeconomic conditions, medical industry and overall trends of the Hong Kong stock market. Henlius has not raised funds through equity financing since going public, and its advantages as a listed company have not been fully realized.
Fosun Pharma also expressed that after completion of this trade, it will be beneficial for strengthening the synergy between this group (excluding the target group) and the target group, and can leverage the business resources provided by this group to support the sustainable growth of the target group and the realization of the overall strategic goals of this group.
Editor/tolk