AI assistant
SPT Energy Group Inc. — M&A Activity 2013
Jan 17, 2013
49801_rns_2013-01-17_368079ee-277d-4f9d-9873-ccb4aa0076a7.pdf
M&A Activity
Open in viewerOpens in your device viewer
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
中國醫藥集團總公司 China National Pharmaceutical Group Corporation
(A state-owned enterprise established
in the People’s Republic of China)
國藥集團香港有限公司 Sinopharm Group Hongkong Co., Limited
(Incorporated in Hong Kong with limited liability)
(Incorporated in Hong Kong with limited liability)
(Stock code: 570)
JOINT ANNOUNCEMENT REGULATORY APPROVALS FOR THE COMPLETION OF THE ACQUISITION UNDER THE S&P AGREEMENT
Sole Financial Adviser to Sinopharm Group Hongkong Co., Limited
The Offeror is pleased to announce that it has obtained all the consents and approvals required to be issued by the Relevant Authorities for the completion of the Acquisition under the S&P Agreement. Subject to the satisfaction of the remaining Acquisition Conditions, Completion is currently scheduled to take place on 29 January 2013.
Reference is made to the announcement jointly issued by China National Pharmaceutical Group Corporation, Sinopharm Group Hongkong Co., Limited (the “ Offeror ”) and Winteam Pharmaceutical Group Limited (the “ Company ”) dated 31 August 2012 (the “ Joint Announcement ”) in relation to, among other things, the possible pre-conditional voluntary conditional cash offer by Citigroup Global Markets Asia Limited for and on behalf of the Offeror for all the issued Shares (other than the Lock-up Shares and those already owned by or agreed to be acquired by the Offeror and parties acting in concert with it). Unless otherwise defined herein, terms used in this announcement shall have the same meanings as defined in the Joint Announcement.
1
The Offeror is pleased to announce that it has obtained all the consents and approvals required to be issued by the Relevant Authorities for the completion of the Acquisition under the S&P Agreement. As at the date of this announcement, the following Acquisition Conditions have been satisfied:
-
all the necessary consents and approvals required to be issued by the Relevant Authorities for the transactions under the S&P Agreement having been obtained.
-
all the Warrants having been duly cancelled and discharged in cash.
The Offeror and the Vendors will proceed with the completion of the Acquisition in accordance with the S&P Agreement upon satisfaction of the remaining Acquisition Conditions. Subject to the satisfaction of the remaining Acquisition Conditions, Completion is currently scheduled to take place on 29 January 2013.
By order of the board of directors of By order of the board of directors of China National Pharmaceutical Sinopharm Group Group Corporation Hongkong Co., Limited She Lulin Yang Shanhua Director Director
By order of the board of directors of
Winteam Pharmaceutical Group Limited Xu Tiefeng Chairman
Hong Kong, 17 January 2013
As at the date of this announcement, the Board comprises eight Directors, of which Mr. XU Tiefeng, Mr. YANG Bin and Mr. SITU Min are executive Directors; Mr. DU Richeng is a non-executive Director; and Mr. LO Wing Yat, Mr. PANG Fu Keung, Mr. WANG Bo and Mr. ZHANG Jianhui are independent non-executive Directors.
As at the date of this announcement, the sole director of the Offeror is Mr. YANG Shanhua.
As at the date of this announcement, the board of directors of CNPGC comprises nine directors, of which Mr. SONG Zhiping is the Chairman, Mr. SHE Lulin is the Vice Chairman and General Manager and Ms. WANG Lifeng is the Vice Chairman; Mr. WEN Keqin, Mr. CHEN Wenhao, Mr. FAN Xiaofu, Mr. LIU Zhi, Mr. ZHANG Jianhui and Ms. XU Linli are directors.
2
All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than the information relating to the Offeror and parties acting in concert with it), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Offeror and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement contained in this announcement misleading.
The sole director of the Offeror and the directors of CNPGC jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than the information relating to the Group, the Vendors and parties acting in concert with any of them), and confirm having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Group, the Vendors and parties acting in concert with any of them) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any such statement contained in this announcement misleading.
3