Jefferies Hong Kong Limited acted as exclusive financial advisor to CrownBio, and Cooley LLP, Lee and Li, Attorneys-at-Law and Conyers Dill & Pearman acted as legal advisors to CrownBio.
Crown Bioscience International (“CrownBio”) (TWSE:ticker 6554) on December 19, 2017 has entered into the Agreement and Plan of Merger (the “Merger Agreement”) with JSR Corporation (“JSR”) and Gallo Merger Sub Corp, pursuant to which, and subject to the conditions precedent contained therein, Gallo Merger Sub Corp will merge with and into CrownBio with CrownBio continuing as the surviving company and a wholly-owned subsidiary of Parent (the “Merger”). The Merger and the Merger Agreement were unanimously approved by CrownBio’s Board of Directors on December 19, 2017. Pursuant to the Merger Agreement, each of CrownBio’s ordinary shares issued and outstanding immediately prior to the effective time of the Merger will be cancelled and cease to exist in exchange for the right to receive NTD 75.00 per share in cash without interest. The per share purchase price of NTD 75.00 represents a 104.6% premium to the 30-day volume weighted average price (as of December 19, 2017) of CrownBio’s ordinary shares on the Taipei Exchange. Upon the completion of the merger, CrownBio will become the wholly owned subsidiary of JSR, be delisted from the Taipei Exchange and revoke its status of public issuing company.
CrownBio will hold an extraordinary general meeting of shareholders on February 8, 2018 to discuss the proposed merger. The closing of the proposed merger is subject to customary conditions precedent, including but not limited to the approval of the shareholders meeting and the regulators. The completion of the merger is not subject to a financing contingency. The Merger is expected to close before the end of the second quarter of 2018.
JSR is a leading provider of petrochemical, fine chemical, life sciences and lithium ion capacitor products in Japan and internationally. JSR’s Life Sciences division supplies in-vitro diagnostics and reagents used to support medical research and diagnosis, bioprocess materials used in personalized and biotechnology-based medicine and medical polymers used in a wide range of medical supplies globally. The proposed transaction recognizes the value created by CrownBio and provides CrownBio shareholders with liquidity at a premium price. For CrownBio, its employees and customers, the transaction strengthens CrownBio’s leading translational medicine platform supporting drug target validation, efficacy testing and patient response characterization and enables the seamless delivery of services from drug discovery through manufacturing while creating new opportunities to contribute to the improvement of the drug development process.
Cooley advised Crown Bioscience International with a team led by James Lu (picture).
Involved fees earner: James Lu – Cooley LLP; Rama Padmanabhan – Cooley LLP; Andrew Harline – Cooley LLP; Edmond Lay – Cooley LLP; Monica Xu – Cooley LLP; Thomas Welk – Cooley LLP; Lois Voelz – Cooley LLP; Chris Stack – Cooley LLP; Paul Roberts – Cooley LLP; Natasha Leskovsek – Cooley LLP; Kevin King – Cooley LLP; Rebecca Ross – Cooley LLP; Christopher Kimball – Cooley LLP; Samantha LaPine – Cooley LLP; Connor McNellis – Cooley LLP; Howard Morse – Cooley LLP; Tanisha James – Cooley LLP;
Law Firms: Cooley LLP;
Clients: Crown Bioscience Inc.;