Tibet Pharmaceuticals, Inc. Announces Receipt of Non-Binding "Going Private" Proposal at $3.00 Per Share
SHANGRI-LA COUNTY, China, March 1, 2012 /PRNewswire-Asia/ -- Tibet Pharmaceuticals, Inc. (NASDAQ: TBET), an emerging specialty pharmaceutical company engaged in the development, manufacturing and marketing of traditional Tibetan medicine in China, today announced that its Board of Directors has received a non-binding proposal letter from its Chairman and Chief Executive Officer, Mr. Hong Yu ("Mr. Yu"), for Mr. Yu to acquire all of the outstanding shares of the Company's common stock not currently owned by Mr. Yu, in a going private transaction for $3.00 per share in cash subject to certain conditions. According to the proposal letter, the acquisition is intended to be financed with a combination of debt and equity capital to be secured by Mr. Yu. Mr. Yu currently beneficially owns approximately 22.1% of TBET's common stock. A copy of the text of Mr. Yu's proposal letter is set forth at the end of this press release.
TBET's Board of Directors has formed a special committee consisting solely of independent directors (the "Special Committee") to consider, among other things, any proposal made by Mr. Yu, and the Special Committee will retain an independent counsel as its legal advisor to assist the Special Committee in its work. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that a transaction with Mr. Yu or any other transaction will be approved or consummated. The Company does not intend to disclose developments regarding these matters unless and until its Board of Directors determines there is a need to update the market.
March 1, 2012
Board of Directors Tibet Pharmaceuticals, Inc. Room 1701, 17th Floor Wanchai, Hong Kong
I, Hong Yu, am pleased to submit this preliminary non-binding proposal (the "Proposal") to acquire the outstanding ordinary shares of Tibet Pharmaceuticals, Inc. (the "Company") that are not currently owned by myself in a going-private transaction (the "Acquisition"). The terms and conditions of the Proposal on which I contemplate to pursue the Acquisition are set forth below:
1. Purchase Price. The purchase consideration payable for each ordinary share of the Company (other than those held by myself) will be the amount of $3.00 per share in cash, which represents a premium of 317% to the Company's closing price on February 26, 2012 and a premium of 141% to the volume-weighted average closing price during the last 30 trading days. I believe that the proposed purchase price provides a very attractive and beneficial alternative to the Company's shareholders.
2. Financing. It is currently expected that the Acquisition will be primarily financed with my own funds and related sources but may be supplemented by possible debt financing. If necessary, I would enter into discussions and negotiations, and possibly agreements, with potential sources of debt financing. At this point in time, there is no arrangement with any such potential source of debt financing in relation to the Proposal, and I do not propose to make any agreement of exclusivity prior to reaching transaction terms approved by the Board of Directors.
3. Buyer. I intend to form an acquisition vehicle for the purpose of pursuing the Acquisition.
4. Due Diligence. To the extent debt financing is required, parties providing financing will require a timely opportunity to conduct customary due diligence on the Company.
5. Definitive Agreements. I am prepared to negotiate and finalize definitive agreements ("Definitive Agreements") providing for the Acquisition and related transactions very promptly. Such Definitive Agreements will provide for conditions and covenants typical and appropriate for transactions of this type.
6. Confidentiality. I intend promptly to file an amendment to my Schedule 13D to disclose this letter.
7. Process. I believe that the Acquisition will provide superior value to the Company's shareholders. I recognize that the Board will evaluate the proposed Acquisition independently before it can make its determination to endorse it. Given my involvement in the proposed Acquisition, I also recognize that independent members of the Board will proceed to consider the proposed Acquisition. In considering my offer, you should be aware that I am interested only in acquiring the outstanding shares of the Company that are not currently owned by myself, and that I do not intend to sell my stake in the Company to a third party.
8. Advisors. I will retain legal counsel in connection with the Acquisition.
9. No Binding Commitment. This Proposal letter does not constitute any binding commitment with respect to any Proposal or transaction. Any commitment will result only from the execution of Definitive Agreements, and then will be on the terms provided in such documentation.
I would like to personally express my commitment to work with the Board to consummate this Acquisition in a timely manner. Should you have any questions regarding these matters, please do not hesitate to contact me. I look forward to hearing from you.
Sincerely, /s/Hong Yu Hong Yu
About Tibet Pharmaceuticals, Inc.
Based in Shangri-La County, Yunnan, China, Tibet Pharmaceuticals, Inc. (NASDAQ: TBET - News) is an emerging specialty pharmaceutical company engaged in the research, development, manufacturing and marketing of modernized traditional Tibetan medicines in China.
This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts.
These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, changes in company valuations and investor perceptions of companies, and other risks contained in reports filed by the company with the Securities and Exchange Commission. All such forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.