Attached files
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| EX-99.1 - LETTER, DATED FEBRUARY 21, 2020, FROM THE CONSORTIUM TO THE SPECIAL COMMITTEE OF - Cellular Biomedicine Group, Inc. | cbmg_ex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): February 21,
2020
CELLULAR BIOMEDICINE GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-36498
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86-1032927
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(State
or other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1345 Avenue of the Americas, Fl15
New York, NY
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10105
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (347) 905
5663
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001
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CBMG
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The Nasdaq Global Select Market
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Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation 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 pursuant 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 Form 8-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
Form 10-K for the fiscal year ended December 31,
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.
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(d)
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Exhibits
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Letter, dated
February 21, 2020, from the Consortium to the Special Committee of
the Board of Directors of Cellular Biomedicine Group,
Inc.
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Cellular Biomedicine Group, Inc.
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Date:
February 24, 2020
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By:
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/s/ Bizuo
(Tony) Liu
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Bizuo
(Tony) Liu
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Chief
Executive Officer
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