CELLULAR BIOMEDICINE GROUP, INC. (NASDAQ:CBMG) Files An 8-K Regulation FD Disclosure

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CELLULAR BIOMEDICINE GROUP, INC. (NASDAQ:CBMG) Files An 8-K Regulation FD Disclosure

CELLULAR BIOMEDICINE GROUP, INC. (NASDAQ:CBMG) Files An 8-K Regulation FD Disclosure
Item 7.01Regulation FD Disclosure.

On February 21, 2020, the Special Committee of the Board of Directors (the “Special Committee”) of Cellular Biomedicine Group, Inc. (the “Company”) received a new preliminary non-binding proposal letter (the \”Letter\”), dated the same day, from a consortium (the \”Consortium\”) led by Mr. Bizuo (Tony) Liu, the Chief Executive Officer of the Company, certain other senior management members of the Company, Hillhouse Bio Holdings, L.P., TF Capital Ranok Ltd., Dangdai International Group Co., Limited and Mission Right Limited, Maplebrook Limited, Viktor Pan, Zheng Zhou, OPEA SRL, Wealth Map Holdings Limited, Earls Mill Limited (the \”Consortium Members\”), to acquire all outstanding shares of common stock (collectively, the \”Shares\”; each, a “Share”) of the Company (other than those Shares held by the Consortium Members that may be rolled over in connection with the transaction proposed in the Letter) for US$19.50 per Share in cash in a going private transaction. A consortium consisting of certain but not all of the Consortium Members submitted a preliminary non-binding proposal to acquire the Company in a going private transaction on November 11, 2019 (the “November Proposal”). A copy of the Letter is attached as Exhibit 99.1 hereto and incorporated by reference into this Item 7.01.
The Special Committee, with the assistance of its advisors, will consider the Letter and any response thereto in connection with its ongoing review of strategic alternatives.
The Board cautions the Company\’s stockholders and others considering trading the Company\’s securities that the Board has just received the Letter and has not had an opportunity to carefully review and evaluate the proposal or make any decision with respect to the Company\’s response to the proposal. There can be no assurance that any definitive offer will be made, that any definitive agreement will be executed relating to the proposed transaction 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 the proposed transaction or any other transaction, except as required under applicable law.
The foregoing (Exhibit 99.1) is being furnished to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Important Notice Regarding Forward-Looking Statements
The information in this Current Report on Form8-K contains forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” and variations of these terms and similar expression, or the negative of these terms or similar expressions. These statements are based on management’s current beliefs, expectations, plans, assumptions and objectives of the Company and are subject to significant risks and uncertainties. All forward-looking statements speak only as of the date as of which they are made. These statements are not guarantees and involve certain risks, uncertainties and assumptions concerning future events that are difficult to predict. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, risks related to the expected timing and likelihood of completion of a potential transaction with the Consortium or a third party, including the risk that the potential transaction may not occur, and the risk that any announcements relating to the potential transaction could have adverse effects on the market price of the Company’s securities. Risk factors are detailed in the Company’s Annual Report on Form10-Kfor the fiscal year ended December31, 2018 and subsequent reports filed with the Securities and Exchange Commission (“SEC”) and will be found in the filings that may be filed with the SEC by the Company and/or the Consortium or a third party if a negotiated transaction is agreed to. Such reports are available on the SEC’s website (www.sec.gov). We caution you not to place undue reliance on any forward-looking statements, which are made as of the date hereof or as otherwise specified herein. The Company undertakes no obligation to update any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Item 9.01. Financial Statements and Exhibits.

Cellular Biomedicine Group, Inc. Exhibit
EX-99.1 2 cbmg_ex991.htm LETTER,…
To view the full exhibit click here

About CELLULAR BIOMEDICINE GROUP, INC. (NASDAQ:CBMG)

Cellular Biomedicine Group, Inc. (CBMG) is a biomedicine company. The Company is engaged in the development of treatments for cancerous and degenerative diseases utilizing cell-based technologies. The Company operates in Biomedicine Cell Therapy segment. The Company’s technology includes platforms, such as Immune Cell therapy for treatment of broad range of cancers using Vaccine, T Cells Receptor (TCR) clonality analysis technology and T Central Memory Cell (Tcm) preparation methodologies, Chimeric Antigen Receptor T cell (CAR-T), and human adipose-derived mesenchymal progenitor cells (haMPC) for treatment of joint and autoimmune diseases, with primary research and manufacturing facilities in China. It is focused on developing and marketing cell-based therapies based on its cellular platforms, to treat serious chronic and degenerative diseases, such as cancer, orthopedic diseases, including osteoarthritis and tissue damage, various inflammatory diseases and metabolic diseases.