LakeShore Biopharma Announces Receipt of a Revised Preliminary Non-Binding Proposal to Acquire the Company and Formation of Special Committee
LakeShore Biopharma (NASDAQ:LSB) has received a revised preliminary non-binding proposal from a consortium led by Oceanpine Capital to acquire all outstanding shares not currently owned by the consortium for $0.86 per share in cash. The consortium, which currently owns 52.1% of LSB's outstanding shares, has formed an agreement to vote in favor of the proposed transaction and won't sell their shares or support competing bids.
In response, LSB's Board has formed a special committee of three independent directors, chaired by Adam Zhao, to evaluate the proposal. The company emphasizes that no decisions have been made regarding the proposal, and there's no guarantee of a definitive offer or transaction completion.
LakeShore Biopharma (NASDAQ:LSB) ha ricevuto una proposta preliminare non vincolante, rivista, da un consorzio guidato da Oceanpine Capital per acquisire in contanti tutte le azioni in circolazione non già detenute dal consorzio a $0,86 per azione. Il consorzio, che attualmente possiede il 52,1% delle azioni in circolazione di LSB, ha concordato di votare a favore dell’operazione proposta e di non vendere le proprie azioni né sostenere offerte concorrenti.
In risposta, il consiglio di amministrazione di LSB ha costituito un comitato speciale formato da tre amministratori indipendenti, presieduto da Adam Zhao, per valutare la proposta. La società sottolinea che non è stata presa alcuna decisione e che non vi è alcuna garanzia che verrà presentata un’offerta definitiva o che la transazione si concluderà.
LakeShore Biopharma (NASDAQ:LSB) ha recibido una propuesta preliminar no vinculante revisada de un consorcio liderado por Oceanpine Capital para adquirir en efectivo todas las acciones en circulación que el consorcio no posee actualmente, por $0.86 por acción. El consorcio, que actualmente posee el 52.1% de las acciones en circulación de LSB, ha acordado votar a favor de la transacción propuesta y no venderá sus acciones ni apoyará ofertas competidoras.
En respuesta, la junta de LSB ha formado un comité especial compuesto por tres directores independientes, presidido por Adam Zhao, para evaluar la propuesta. La empresa destaca que no se ha tomado ninguna decisión y que no hay garantía de que se presentará una oferta definitiva ni de que la transacción se concrete.
LakeShore Biopharma (NASDAQ:LSB)는 Oceanpine Capital이 주도하는 컨소시엄으로부터 컨소시엄이 현재 보유하지 않은 모든 발행주식을 주당 $0.86 현금으로 인수하겠다는 수정된 예비 비구속 제안을 받았습니다. 현재 이 컨소시엄은 LSB 발행주식의 52.1%를 보유하고 있으며, 제안된 거래에 찬성표를 던지기로 합의했으며 보유주식을 매각하거나 경쟁 입찰을 지지하지 않기로 했습니다.
이에 대해 LSB 이사회는 Adam Zhao가 위원장을 맡는 3인의 독립 이사로 구성된 특별위원회를 구성하여 제안을 검토하기로 했습니다. 회사는 아직 어떤 결정도 내려지지 않았으며 확정 제안이나 거래 완료가 보장되지 않는다고 강조했습니다.
LakeShore Biopharma (NASDAQ:LSB) a reçu une proposition préliminaire révisée et non contraignante d’un consortium dirigé par Oceanpine Capital visant à acquérir en numéraire toutes les actions en circulation que le consortium ne possède pas actuellement, au prix de 0,86 $ par action. Le consortium, qui détient actuellement 52,1 % des actions en circulation de LSB, s’est engagé à voter en faveur de l’opération proposée et ne vendra pas ses actions ni ne soutiendra d’offres concurrentes.
En réponse, le conseil d’administration de LSB a constitué un comité spécial composé de trois administrateurs indépendants, présidé par Adam Zhao, pour examiner la proposition. La société précise qu’aucune décision n’a été prise et qu’il n’existe aucune garantie qu’une offre définitive sera faite ni que la transaction aboutira.
LakeShore Biopharma (NASDAQ:LSB) hat ein überarbeitetes, vorläufiges und unverbindliches Angebot von einem Konsortium unter der Führung von Oceanpine Capital erhalten, alle ausstehenden Aktien, die das Konsortium nicht bereits besitzt, für $0,86 pro Aktie in bar zu erwerben. Das Konsortium hält derzeit 52,1 % der ausstehenden LSB-Aktien, hat sich verpflichtet, für die vorgeschlagene Transaktion zu stimmen, und wird seine Anteile weder verkaufen noch konkurrierende Gebote unterstützen.
Als Reaktion darauf hat der LSB-Vorstand ein Sonderkomitee aus drei unabhängigen Direktorinnen und Direktoren unter dem Vorsitz von Adam Zhao eingesetzt, um das Angebot zu prüfen. Das Unternehmen betont, dass noch keine Entscheidung getroffen wurde und weder ein verbindliches Angebot noch ein Abschluss der Transaktion garantiert sind.
- Consortium members already control 52.1% of shares, increasing likelihood of deal completion
- Formation of independent special committee to protect minority shareholders' interests
- Consortium members committed not to sell shares or support competing bids, providing deal stability
- Offer price remains unchanged at $0.86 per share from original proposal
- No guarantee of definitive offer or transaction completion
- Majority ownership by consortium may limit potential for competing higher bids
Insights
LakeShore Biopharma received a revised buyout offer at $0.86/share from majority shareholders who already control 52.1% of the company.
The revised acquisition proposal for LakeShore Biopharma comes from a consortium including Oceanpine Capital and Crystal Peak Investment, who collectively own approximately 52.1% of the company's outstanding shares. The cash offer remains unchanged at
What's particularly notable is that the consortium members have formally entered into an agreement committing to vote their controlling stake in favor of the transaction. They've also pledged not to sell their shares to third parties or support competing bids while remaining in the consortium. This significantly limits the potential for competitive bidding or shareholder resistance.
In response, LakeShore's board has formed a special committee consisting of three independent directors to evaluate the proposal. This committee formation is a standard governance procedure when dealing with potential conflicts of interest in acquisition scenarios where major shareholders are the buyers.
The
As is customary in these announcements, the company has issued standard cautionary language noting that no decisions have been made and there's no guarantee a definitive agreement will be reached.
This Revised Proposal Letter revises the preliminary non-binding proposal letter dated August 18, 2025, previously received from Oceanpine Capital. A copy of the Revised Proposal Letter is attached hereto as Exhibit A.
According to the Revised Proposal Letter, the members of the Consortium, who currently beneficially own in aggregate approximately
The Company today also announced that the Board has formed a special committee consisting of its three independent directors, Adam Zhao, Thomas Xue and Chunyang Shao, to evaluate and consider the Revised Proposal Letter and the Proposed Transaction. Mr. Adam Zhao will chair the special committee.
The Company cautions its shareholders and others considering trading in its securities that the Board has just received the Revised Proposal Letter and has not made any decisions with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed, or that the Proposed Transaction or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.
About LakeShore Biopharma
LakeShore Biopharma, previously known as YS Biopharma, is a global biopharmaceutical company dedicated to discovering, developing, manufacturing, and delivering new generations of vaccines and therapeutic biologics for infectious diseases and cancer. It has developed a proprietary PIKA® immunomodulating technology platform and a new generation of preventive and therapeutic biologics targeting Rabies, Hepatitis B, Influenza, and other virus infections. The Company operates in
Cautionary Statement Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this press release are forward-looking statements, including but not limited to statements regarding the Board's evaluation of the Proposal Letter and the Proposed Transaction. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "potential," "forecast," "intend," "will," "expect," "anticipate," "believe," "goal," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether identified in this press release, and on the current expectations of LakeShore Biopharma's management and are not predictions of actual performance.
LakeShore Biopharma cannot assure you the forward-looking statements in this press release will be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including those included under the heading "Risk Factors" in the Company's Annual Report on Form 20-F filed with the Securities and Exchange Commission, or SEC, and other risks described in documents subsequently filed by the Company from time to time with the SEC. There may be additional risks that LakeShore Biopharma does not presently know or that LakeShore Biopharma currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The forward-looking statements in this press release represent the views of LakeShore Biopharma as of the date of this press release. Subsequent events and developments may cause those views to change. However, while LakeShore Biopharma may update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of LakeShore Biopharma as of any date subsequent to the date of this press release. Except as may be required by law, LakeShore Biopharma does not undertake any duty to update these forward-looking statements.
Exhibit A
Revised Non-Binding Proposal
August 26, 2025
The Board of Directors (the "Board")
LakeShore Biopharma Co., Ltd
Building No. 2, 38 Yongda Road
Daxing Biomedical Industry Park
Daxing District,
Dear members of the Board:
On August 18, 2025, Oceanpine Investment Fund II LP and Oceanpine Capital Inc. (collectively, "Oceanpine Capital") made a preliminary non-binding proposal (the "Original Proposal") to acquire all outstanding ordinary shares of a par value of
We are pleased to submit this revised proposal (the "Revised Proposal") to inform the Board that (i) Oceanpine Investment Fund II LP; (ii) Oceanpine Capital Inc.; and (iii) Crystal Peak Investment Inc. (collectively, "we", "our" or "us") have formed a buyer consortium (the "Consortium") and, as the initial members of the Consortium, have agreed to work exclusively with each other to acquire all outstanding Ordinary Shares of the Company not owned by us, in an all cash transaction (the "Proposed Transaction").
We currently own in aggregate approximately
None of the Company's directors who are affiliated with us will participate in the evaluation of our Revised Proposal by the Company, the Special Committee or Special Committee's advisors.
Except as otherwise stated herein, we confirm that all of the key terms as set forth in the Original Proposal remain unchanged. We intend to fund the Proposed Transaction with equity capital from us in the form of rollover equity in the Company and cash contribution by Oceanpine Capital or its affiliates. Accordingly, our Proposed Transaction would not be subject to any uncertainty or delay with respect to any debt financing nor a financing condition.
In considering our Revised Proposal, you should be aware that we, as the initial members of the Consortium, have entered into a consortium agreement dated as of the date hereof, pursuant to which we have agreed to vote all of the Ordinary Shares of the Company beneficially owned by us in favor of the Proposed Transaction and do not intend to sell our Ordinary Shares of the Company to any third party or support any competing bid to our Revised Proposal while remaining as members of the Consortium.
Given our knowledge of the Company, we remain committed to completing the Proposed Transaction in an expedited manner by promptly engaging in discussions with the Special Committee and its advisors to negotiate and finalize the definitive documentation relating to the Proposed Transaction, so as to expedite the process of delivering value to the Company's shareholders.
Due to our obligations under the securities laws, we intend to timely file one or more Schedule 13D or Schedule 13D amendment(s) with the Securities and Exchange Commission to disclose this Revised Proposal. However, we are sure that you will agree with us that it is in all of our interests to ensure that we otherwise proceed in a strictly confidential manner, unless otherwise required by law, until we have executed definitive documentation relating to the Proposed Transaction or terminated our discussions.
This letter constitutes only a preliminary indication of our interest and does not constitute any binding commitment with respect to the transactions proposed in this letter or any other transaction. No agreement, arrangement or understanding between us and the Company relating to any transaction will be created until such time as definitive documentation has been executed and delivered by us and the Company and all other appropriate parties.
We look forward to hearing from you and working expeditiously with you towards the completion of a successful transaction.
Sincerely,
Oceanpine Investment Fund II LP
By: | /s/ Dave Liguang Chenn |
Name: | Dave Liguang Chenn |
Title: | Director |
Oceanpine Capital Inc.
By: | /s/ Yang Jiayu |
Name: | Yang Jiayu |
Title: | Director |
Crystal Peak Investment Inc.
By: | /s/ Xue Huaqin |
Name: | Xue Huaqin |
Title: | Director |
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SOURCE LakeShore Biopharma Co., Ltd.
FAQ
What is the offer price for LakeShore Biopharma (LSB) shares in the proposed acquisition?
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Who are the members of LSB's special committee reviewing the acquisition proposal?
What companies are part of the consortium attempting to acquire LakeShore Biopharma?
Is the LakeShore Biopharma (LSB) acquisition deal guaranteed to close?
