CHINA BIOLOGIC PRODUCTS, INC. (NASDAQ:CBPO) Files An 8-K Entry into a Material Definitive Agreement

CHINA BIOLOGIC PRODUCTS, INC. (NASDAQ:CBPO) Files An 8-K Entry into a Material Definitive Agreement

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Agreement and Plan of Merger

On April 28, 2017, China Biologic Products, Inc. (the
Company) and China Biologic Products Holdings,
Inc., an exempted company incorporated under the laws of the
Cayman Islands and a wholly owned subsidiary of the Company
(CBPO Cayman) entered into a definitive
agreement and plan of merger (the Merger
Agreement
) related to a proposed merger transaction. The
Merger Agreement provides that, upon the terms and subject to the
conditions set forth therein, the Company will merge with and
into CBPO Cayman (the Redomicile Merger), with
CBPO Cayman surviving and changing its name to China Biologic
Products, Inc. Following the Redomicile Merger, CBPO Cayman,
together with its subsidiaries, will own and continue to conduct
the Companys business in substantially the same manner as is
currently being conducted by the Company and its subsidiaries.

Subject to the terms and conditions of the Merger Agreement, upon
completion of the Redomicile Merger, each share of common stock
of the Company issued and outstanding immediately prior to the
effective time of the Redomicile Merger (the Effective
Time
) will be converted into the right to receive one
ordinary share of CBPO Cayman.

At the Effective Time, all existing equity compensation plans of
the Company, as may be amended, will be adopted and assumed by
CBPO Cayman. Each outstanding option and other equity award
issued under the equity compensation plans of the Company for the
purchase or receipt of, or payment based on, each share of the
Companys common stock will represent the right to purchase or
receive, or receive payment based on, one ordinary share in the
capital of CBPO Cayman on substantially the same terms. In
addition, as part of the Redomicile Merger, CBPO Cayman has
agreed to assume all of the Companys rights and obligations of
any warrant, convertible debentures or other convertible
securities that may convert in the Companys common stock. All
rights to purchase or receive, or receive payment based on, each
share of the Companys common stock arising under the Companys
warrants, convertible debentures or other convertible securities
will entitle the holder thereof to purchase or receive, or
receive payment based on, as applicable, one ordinary share of
CBPO Cayman.

At the Effective Time, the obligations of the Company under or
with respect to every plan, trust, program and benefit then in
effect or administered by the Company for the benefit of the
directors, officers and employees of the Company or any of its
subsidiaries will become the obligations of CBPO Cayman and will
be implemented and administered in the same manner and without
interruption until the same are amended or otherwise altered or
terminated.

Additionally, at the Effective Time, CBPO Cayman will adopt and
assume the obligations of the Company under or with respect to
certain contracts or agreements as described in the Merger
Agreement. The contracts and agreements will become the
obligations of CBPO Cayman and will be performed in the same
manner and without interruption until the same are amended or
otherwise lawfully altered or terminated.

The Merger Agreement contains customary closing conditions,
including, among others, approval of the Redomicile Merger by the
Companys stockholders, the effectiveness of the registration
statement on Form F-4 to be filed by CBPO Cayman related to the
Redomicile Merger and receipt of required regulatory approvals.

The consent of the holders of a majority of the outstanding
shares of the Companys common stock entitled to vote is required
to approve and adopt the Merger Agreement. The Board of Directors
of the Company believes that the Redomicile Merger, to be
effected by the Merger Agreement, is advisable and in the best
interests of the Company and its stockholders.

to the Merger Agreement, the Board of Directors of the Company
may exercise its discretion to terminate the Merger Agreement,
and therefore abandon the Redomicile Merger, at any time prior to
the Effective Time, including after the adoption of the Merger
Agreement by the Companys stockholders.

Immediately prior to the Effective Time, the directors and
officers of the Company at such time will be elected or appointed
as the directors and officers of CBPO Cayman (to the extent the
directors and officers of CBPO Cayman and the Company are not
already identical), each such person to have the same office(s)
with CBPO Cayman (and the same class designations and committee
memberships in the case of directors) as he or she held with the
Company, with the directors to serve until the earlier of the
next meeting of CBPO Cayman stockholders at which an election of
directors is required for the class to which they have been
elected or until their successors are elected or appointed (or
their earlier death, disability or retirement).

The Merger Agreement has been approved by the Boards of Directors
of each of the Company and CBPO Cayman. Subject to the required
approval of the Companys stockholders, requisite regulatory
approvals, the effectiveness of the registration statement on
Form F-4 to be filed by CBPO Cayman related to the Redomicile
Merger, and other customary closing conditions, the Redomicile
Merger is expected to be completed during the third quarter of
2017.

The foregoing summary of the Merger Agreement does not purport to
be complete and is qualified in its entirety by reference to the
complete text of the Merger Agreement, which is attached hereto
as Exhibit 2.1, and is incorporated herein by reference.

Additional information about the Redomicile Merger and where
to find it

In connection with the proposed Redomicile Merger, CBPO Cayman
will file with the United States Securities and Exchange
Commission (the SEC) a registration statement on
Form F-4 to register the ordinary shares of CBPO Cayman to be
issued to the stockholders of the Company. The registration
statement will include a proxy statement/prospectus of the
Company which will be sent to the stockholders of the Company
seeking their approval of the Redomicile Merger and related
matters in addition to other matters. In addition, the Company
may file other relevant documents concerning the proposed
Redomicile Merger with the SEC.

This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation
of any vote or approval. Stockholders of the Company are urged to
read the registration statement on Form F-4 and the proxy
statement/prospectus included within the registration statement
and any other relevant documents to be filed with the SEC in
connection with the proposed Redomicile Merger because they will
contain important information about the Company, CBPO Cayman and
the proposed transaction.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number

Description

2.1 Agreement and Plan of Merger by and between China Biologic
Products, Inc. and China Biologic Products Holdings, Inc.
dated April 28, 2017


About CHINA BIOLOGIC PRODUCTS, INC. (NASDAQ:CBPO)

China Biologic Products, Inc. (China Biologic) is a biopharmaceutical company. The Company is principally engaged in the research, development, manufacturing and sales of human plasma-based biopharmaceutical products in China. It operates in the manufacture and sales of human plasma products segment. It has a product portfolio with over 20 various dosage forms of plasma products and other biopharmaceutical products across over nine categories. Its principal products are human albumin and immunoglobulin for intravenous injection (IVIG). China Biologic operates its business through approximately two subsidiaries, namely, Shandong Taibang Biological Products Co. Ltd. and Guizhou Taibang Biological Products Co., Ltd. The Company also holds an interest in Xi’an Huitian Blood Products Co., Ltd., a plasma products company. Its products also include Human rabies immunoglobulin, Human tetanus immunoglobulin, Placenta polypeptide, Factor VIII and Human prothrombin complex concentrate.

CHINA BIOLOGIC PRODUCTS, INC. (NASDAQ:CBPO) Recent Trading Information

CHINA BIOLOGIC PRODUCTS, INC. (NASDAQ:CBPO) closed its last trading session down -0.22 at 118.00 with 103,238 shares trading hands.

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