LakeShore Biopharma Enters into Definitive Agreement for Going-Private Transaction

Rhea-AI Summary

LakeShore Biopharma (OTCPK: LSBCF / LSBWF) entered into a definitive Agreement and Plan of Merger with Oceanpine Skyline Inc. and its Merger Sub to become a privately held company in a transaction implying an equity value of approximately US$37 million. At the effective time each outstanding ordinary share (other than excluded/dissenting shares) will be cancelled for US$0.90 per share in cash. The consideration reflects a ~15.4% premium to the closing price on August 15, 2025. The deal is expected to close in Q1 2026, is subject to customary closing conditions and a shareholder vote requiring at least a two-thirds approval, and would remove the company’s shares from the OTC Pink Open Market.

The transaction is funded by an equity commitment and a rollover by certain shareholders who represent ~53.35% of voting rights.

Positive

• Transaction implies an equity value of ~US$37 million
• Shareholders will receive US$0.90 cash per share at closing
• Deal reflects a ~15.4% premium to the August 15, 2025 closing price
• Rollover shareholders representing ~53.35% voting rights have committed support

Negative

• If completed, shares will no longer be quoted on the OTC Pink Open Market (liquidity loss)
• Merger requires approval of at least a two‑thirds vote and customary closing conditions
• Completion is expected in Q1 2026 but remains subject to closing risks

News Market Reaction

+12.36%

1 alert

+12.36% News Effect

On the day this news was published, LSBCF gained 12.36%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

BEIJING, Nov. 4, 2025 /PRNewswire/ -- LakeShore Biopharma Co., Ltd ("LakeShore Biopharma" or the "Company") (OTCPK: LSBCF; OTCPK: LSBWF), a global biopharmaceutical company dedicated to discovering, developing, manufacturing, and delivering new generations of vaccines and therapeutic biologics for infectious diseases and cancer, today announced that it has entered into an Agreement and Plan of Merger (the "Merger Agreement") with Oceanpine Skyline Inc. ("Parent") and Oceanpine Merger Sub Inc. ("Merger Sub"), a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent (the "Merger"), in a transaction implying an equity value of the Company of approximately US$37 million.

At the effective time of the Merger (the "Effective Time"), each ordinary share of the Company (each, a "Share") issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares and the Dissenting Shares (each as defined in the Merger Agreement), will be cancelled in exchange for the right to receive US$0.90 in cash per Share without interest.

The merger consideration represents a premium of approximately 15.4% to the closing price of the Shares on August 15, 2025, the last trading day prior to the Company's receipt of the preliminary non-binding proposal from Oceanpine Investment Fund II LP and Oceanpine Capital Inc. on August 18, 2025, and a premium of approximately 16.6% to the average closing price of the Shares during the last 15 trading days prior to and including August 15, 2025.

Certain shareholders of the Company, including Oceanpine Investment Fund II LP, Oceanpine Capital Inc., Crystal Peak Investment Inc., Adjuvant Global Health Technology Fund, L.P., Adjuvant Global Health Technology Fund DE, L.P., Superstring Capital Master Fund LP, MSA Growth Fund II, L.P., and Epiphron Capital (Hong Kong) Limited (collectively, the "Rollover Shareholders," and together with Parent and Merger Sub, the "Buyer Group") have entered into a rollover and support agreement ("Support Agreement") pursuant to which all of the Rollover Shareholders have irrevocably agreed to cancel the Shares they hold prior to the Effective Time for no consideration in exchange for newly issued shares of Parent.

The Merger will be funded through a combination of (i) cash contribution from Oceanpine Capital Inc. pursuant to an equity commitment letter, and (ii) equity rollover by the Rollover Shareholders of Shares held in the Company pursuant to the Support Agreement.

The board of directors of the Company (the "Board"), acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the "Special Committee"), approved the Merger Agreement and the Merger, and resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.

The Merger is currently expected to close during the first quarter of 2026 and is subject to customary closing conditions, including the authorization and approval of the Merger Agreement by no less than two-thirds of the votes cast by holders of Shares as being entitled to do so at a general meeting of the Company's shareholders. Each Rollover Shareholder has agreed to vote, or cause to be voted, all Shares held directly or indirectly by them, which represent approximately 53.35% of the voting rights attached to the issued and outstanding Shares, in favor of the authorization and approval of the Merger Agreement and the consummation of the Merger. If completed, the Merger will result in the Company becoming a privately held company, and its Shares will no longer be quoted on the OTC Pink Open Market.

Kroll, LLC is serving as the financial advisor to the Special Committee. Gibson, Dunn & Crutcher LLP is serving as U.S. legal counsel to the Special Committee. Maples and Calder (Hong Kong) LLP is serving as Cayman Islands legal counsel to the Special Committee.

White & Case LLP is serving as U.S. legal counsel to the Buyer Group.

Additional Information About the Merger

The Company will furnish to the U.S. Securities and Exchange Commission (the "SEC") a current report on Form 6-K regarding the Merger, which will include as an exhibit thereto the Merger Agreement. All parties desiring details regarding the Merger are urged to review these documents, which will be available at the SEC's website (http://www.sec.gov).

In connection with the Merger, the Company will prepare and mail to its shareholders a proxy statement that will include a copy of the Merger Agreement. In addition, in connection with the Merger, the Company and certain other participants in the Merger will prepare and disseminate to the Company's shareholders a Schedule 13E-3 Transaction Statement that will include the Company's proxy statement (the "Schedule 13E-3"). The Schedule 13E-3 will be filed with the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER, AND RELATED MATTERS. Shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the Merger, and related matters, without charge from the SEC's website (http://www.sec.gov).

This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell any securities, and it is not a substitute for any proxy statement or other materials that may be filed with or furnished to the SEC should the proposed merger proceed.

About LakeShore Biopharma Co., Ltd

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 China, Singapore, and the Philippines, and is led by a management team that combines rich local expertise and global experience in the biopharmaceutical industry.

For more information, please visit https://investors.lakeshorebio.com/.

Safe Harbor Statement

This press release contains statements that may constitute "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. These forward-looking statements include, without limitation, the Company's business plans and development, which can be identified by terminology such as "may," "will," "expect," "anticipate," "aim," "future," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. LakeShore Biopharma may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about LakeShore Biopharma's beliefs, plans and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the possibility that competing offers will be made; the possibility that financing may not be available; the possibility that various closing conditions for the transaction may not be satisfied or waived; and other risks and uncertainties discussed in documents filed with the SEC by the Company, as well as the Schedule 13E-3 and the proxy statement to be filed by the Company; the Company's goals and strategies; the Company's future business development, financial condition and results of operations; its ability to provide efficient services and compete effectively; its ability to maintain and enhance the recognition and reputation of its brands; general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law. 

For investor inquiries, please contact:

IR Team
Tel: +86 (10) 8920-2086
Email: ir@lakeshorebio.com

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SOURCE LakeShore Biopharma Co., Ltd.

FAQ

What price will LakeShore Biopharma (LSBCF) shareholders receive in the going‑private merger?

Each ordinary share (excluding excluded/dissenting shares) will be cancelled for US$0.90 in cash at the Effective Time.

What is the implied equity value and premium in the LSBCF merger announced Nov 4, 2025?

The transaction implies an equity value of approximately US$37 million and a ~15.4% premium to the August 15, 2025 closing price.

When is the LakeShore Biopharma (LSBCF) merger expected to close and what approvals are required?

The merger is expected to close in Q1 2026 and requires customary closing conditions plus shareholder authorization by at least a two‑thirds vote.

Will LSBCF shares remain publicly quoted after the merger closes?

No — if completed, the company will become privately held and its shares will no longer be quoted on the OTC Pink Open Market.

Who is funding the LakeShore Biopharma (LSBCF) going‑private transaction?

The merger will be funded by an equity commitment from Oceanpine Capital Inc. and an equity rollover by certain Rollover Shareholders.