Market Overview

Leading Investor Group Proposes to Acquire China Biologic Products for US$118.00 Per Share in Cash


Proposal Provides Immediate and Significant Value to China Biologic
Products' Shareholders

A consortium composed of Mr. David (Xiaoying) Gao, GL Capital Group,
Bank of China Group Investment Limited and CDH Investments (the
"Consortium") today announced it has made a non-binding proposal to
acquire all of the outstanding common shares of China Biologic Products
Holdings, Inc. ("China Biologic" or the "Company") (NASDAQ:CBPO), that
are not already held by the Consortium, for US$118.00 per share in an
all-cash transaction valued at approximately US$3.9 billion. The
proposal was conveyed on August 17, 2018 in a letter to China Biologic's
Board of Directors.

The Consortium's proposal represents an approximate 30% premium to China
Biologic's closing share price on August 16, 2018, and an approximate
40% premium to the Company's closing price on June 8, 2018, the last
trading day before CITIC Capital's proposal to acquire the Company for
US$110.00 per share was conveyed.

Commenting on its offer, the Consortium stated: "Our proposal delivers
immediate and attractive value to China Biologic's shareholders and
provides the Company the ideal partners to support its future growth. As
a private company, China Biologic will have the additional operational
flexibility and financial support to build on its successful track
record as China's leading plasma player while navigating the current
challenges facing the country's biopharma industry."

"Our compelling proposal benefits all of China Biologic's stakeholders
and we want to work collaboratively with the Board to complete a
transaction in an efficient and expeditious manner. We also want to
partner with the current management team as we take the Company forward."

The Consortium has received from Goldman Sachs (Asia) L.L.C. ("Goldman
Sachs") a non-binding letter indicating that, subject to the
assumptions, terms and conditions in the letter and such other matters
as Goldman Sachs considers relevant, Goldman Sachs is, as of the date of
the letter, highly confident that as sole lead arranger, sole bookrunner
and sole syndication agent, the structuring and syndication of a senior
secured debt financing could be accomplished by Goldman Sachs as part of
the financing for the acquisition described therein.

Goldman Sachs is acting as financial advisor to the Consortium, Skadden,
Arps, Slate, Meagher & Flom LLP is acting as its U.S. legal advisor, and
Conyers, Dill & Pearman is acting as its Cayman Islands legal advisor.

Below is the text of the letter sent on August 17, 2018 to China
Biologic's Board of Directors:

August 17, 2018

The Board of Directors
China Biologic Products Holdings, Inc.
Floor, Jialong International Building
19 Chaoyang Park Road
District, Beijing 100125
People's Republic of China

Dear Members of the Board of Directors:

Feng Tai Global Limited, a company beneficially owned by Mr. David
(Xiaoying) Gao ("Mr. Gao"), GL Sandrose Investment L.P., a
limited partnership controlled and managed by GL Capital Group ("GL
"), World Investments Limited, a company controlled and
managed by Bank of China Group Investment Limited ("BOCGI"),
and CDH Utopia Limited, a company controlled and managed by CDH
Investments ("CDH", together with Mr. Gao, GL Capital and
BOCGI, the "Consortium", "we" or "us"),
are pleased to submit this preliminary non-binding proposal ("Proposal")
to acquire all the outstanding ordinary shares of China Biologic
Products Holdings, Inc. (the "Company") that are not
already held by the members of the Consortium (the "Acquisition").

We believe that our Proposal provides a very attractive opportunity for
the Company's shareholders to realize substantial and immediate returns
while ensuring long term growth and continued investment in the
Company's business. Subject to the Company's agreement to redeem its
rights plan, we would also welcome any shareholders who are interested
in joining our effort. Key terms of our Proposal include:

  1. Consortium. Members of the Consortium
    intend to form an acquisition company for the purpose of implementing
    the Acquisition, and have agreed to work exclusively within the
    framework of the Consortium in pursuing the Acquisition.
  2. Purchase Price. The consideration payable
    for each ordinary share of the Company is proposed to be $118 per
    ordinary share in cash (in each case other than those ordinary shares
    held by the members of the Consortium). Our proposal represents a
    premium of approximately 30% to the Company's closing price on August
    16, 2018, and a premium of approximately 40% to the closing price as
    of June 8, 2018, the last trading day before the publication of the
    offer submitted to the Board of the Company by CITIC Capital Holdings
  3. Funding. We intend to finance the
    Acquisition with a combination of debt and equity capital. We have
    engaged Goldman Sachs (Asia) LLC ("Goldman Sachs") to
    act as our financial advisor and to arrange the senior secured debt
    financing. We have received from Goldman Sachs a highly confident
    letter dated the date hereof indicating that Goldman Sachs is highly
    confident of its ability to fully underwrite a senior secured credit
    facility for the Acquisition as sole lead arranger, sole bookrunner
    and sole syndication agent. Equity financing would be provided from
    and arranged by the members of the Consortium.
  4. Process; Due Diligence. We believe that
    the Acquisition will provide superior value to the Company's
    shareholders. We trust that the Company's Board of Directors will
    evaluate the Acquisition fairly and independently before it can make
    its determination to endorse it. We have engaged Skadden, Arps, Slate,
    Meagher & Flom LLP as our U.S. legal counsel and Conyers, Dill &
    Pearman as our Cayman Islands legal counsel. We believe that we will
    be in a position to complete customary legal, financial and accounting
    due diligence for the Acquisition in a timely manner and in parallel
    with discussions on the Definitive Agreements. We believe that with
    the right cooperation from the Company and its Board, we would be able
    to enter into Definitive Agreements within four (4) weeks from the
    start of the discussions.
  5. Definitive Agreements. We are prepared to
    promptly negotiate and finalize definitive agreements (the "Definitive
    ") providing for the Acquisition and related
    transactions while conducting our due diligence process. These
    documents will provide for representations, warranties, covenants and
    conditions which are typical, customary and appropriate for
    transactions of this type.
  6. Confidentiality. Although we would have
    preferred to keep our Proposal strictly private, certain members of
    the Consortium will have to file with the SEC a Schedule 13D within
    ten (10) calendar days of the date hereof. That filing will, as
    required by law, need to disclose this letter and the formation of the
    Consortium as a buyer group. Assuming we are working together in good
    faith towards the Definitive Agreements, we would be pleased to
    coordinate a joint press release to be issued at or prior to the time
    of the Consortium's SEC filing.
  7. Business and Operations of the Company.
    The members of the Consortium remain committed to continuing and
    building on the track record of the Company as the leading plasma
    player in China. Through future investments in research and
    development and in the infrastructure, we plan not only to deliver
    significant returns to investors, but importantly contribute to the
    improved care for patients in China.
  8. Management. It is our belief that in
    order to deliver on our commitments of growth, we will need and seek
    continued support from the Company's current management team. To that
    end, we would like the management team to remain meaningful
    shareholders in the business and we would plan, at the appropriate
    time, to engage in relevant discussions with them.
  9. About Mr. Gao. Mr. Gao served as the
    Chairman and CEO of the Company from March and May 2012 to July 2018.
    During Mr. Gao's tenure at the Company, the market capitalization of
    the Company grew from around $250 million to more than $3 billion,
    with diluted EPS growing from $0.37 in 2011 before he took the office
    to $2.38 in 2017, representing a CAGR of 36%. Before joining the
    Company, Mr. Gao served in various senior executive positions in
    private and public companies in pharmaceutical and other industries,
    including the CEO of BMP Sunstone Corporation (NASDAQ:BJGP), the
    Chairman of the Board of Directors at BMP China, the President and CEO
    of Abacus Investments Ltd., a private wealth management company, and
    various executive positions at Motorola, Inc.
  10. About GL Capital. GL Capital is a Greater
    China healthcare-focused, value-driven investment management group.
    Since inception in 2010, GL Capital has developed a reputation as the
    partner-of choice for leading healthcare companies and demonstrated
    capability to add value to its portfolio companies.
  11. About BOCGI. BOCGI is the principal
    direct investment platform of Bank of China. Established in 1984,
    BOCGI has made extensive investment in various sectors benefiting from
    China's economic growth.
  12. About CDH. Established in 2002, CDH is a
    leading China-focused alternative asset manager with approximately
    US$19 billion of assets under management. Since inception, CDH has
    invested in more than 200 companies and has helped more than 60
    companies successfully list on international and China's domestic
    stock exchanges.
  13. No Binding Commitment. This letter does
    not contain all matters upon which agreement must be reached in order
    to consummate the proposed Acquisition described above, constitutes
    only a preliminary indication of our interest, and does not constitute
    any binding commitment with respect to the Acquisition. A binding
    commitment will result only from the execution of Definitive
    Agreements, and then will be on terms and conditions provided in such
    documentation. Nothing herein shall obligate any person to engage in
    or continue discussions regarding the proposed Acquisition, and any of
    us may terminate discussions at any time for any reason or no reason.
    Any actions taken by any person in reliance on this Proposal shall be
    at that person's own risk and cost.
  14. Next Steps. We are ready to move rapidly
    to complete the proposed Acquisition and are available to answer any
    questions regarding our Proposal. We would like to receive a response
    to our Proposal from the Company's Board by August 27, 2018.

In closing, we would like to express our commitment to working together
to bring this Acquisition to a successful and timely conclusion. We look
forward to hearing from you.


Feng Tai Global Limited
/s/ David (Xiaoying)


GL Sandrose Investment L.P.
/s/ Shirley Lin

World Investments Limited
/s/ Han Li

CDH Utopia Limited
/s/Shuge Jiao

Forward-looking Statements

This communication may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to, statements
regarding the Consortium's offer to acquire the Company, its financing
of the proposed transaction, its expected future performance (including
expected results of operations, financial condition, strategy and
plans). Forward-looking statements may be identified by the use of the
words "anticipates," "expects," "intends," "plans," "should," "could,"
"would," "may," "will," "believes," "estimates," "potential," "target,"
"opportunity," "tentative," "positioning," "designed," "create,"
"predict," "project," "seek," "ongoing," "upside," "increases" or
"continue" and variations or similar expressions. These statements are
based upon the current expectations and beliefs of the Consortium and
are subject to numerous assumptions, risks and uncertainties that change
over time and could cause actual results to differ materially from those
described in the forward-looking statements. These assumptions, risks
and uncertainties include, but are not limited to, assumptions, risks
and uncertainties discussed in the Company's most recent annual or
quarterly report filed with the Securities and Exchange Commission (the
"SEC") and assumptions, risks and uncertainties relating to the
Consortium's proposed acquisition, which will be detailed from time to
time in the Company's and/or the Consortium's filings with the SEC,
which factors are incorporated herein by reference.

Important factors that could cause actual results to differ materially
from the forward-looking statements we make in this communication are
set forth in other reports or documents that we file from time to time
with the SEC and, and include, but are not limited to:

  • the ultimate outcome of any possible transaction between the
    Consortium and the Company including the possibilities that the
    Consortium will not pursue a transaction with the Company and that the
    Company will reject a transaction with the Consortium;
  • if a transaction between the Consortium and the Company were to occur,
    the ultimate outcome and the effects of the transaction, including the
    Company's future financial condition, operating results, strategy and
  • ability to obtain regulatory approvals and meet other closing
    conditions to the transaction, including all necessary approvals from
    the shareholders of the Company, on a timely basis;
  • the availability and access of funds sufficient to meet our equity and
    debt financing required to consummate the transaction in a timely
    manner; and
  • the risks and uncertainties detailed by the Company with respect to
    its business as described in its reports and documents filed with the

All forward-looking statements attributable to us or any person acting
on our behalf are expressly qualified in their entirety by this
cautionary statement. Readers are cautioned not to place undue reliance
on any of these forward-looking statements. These forward-looking
statements speak only as of the date hereof. The Consortium undertakes
no obligation to update any of these forward-looking statements to
reflect events or circumstances after the date of this communication or
to reflect actual outcomes.

Additional Information

This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. This communication relates to a
preliminary non-binding proposal which the Consortium has made for an
acquisition transaction with the Company. In furtherance of the
Consortium's acquisition proposal and subject to future developments,
the Consortium (and, if a negotiated transaction is agreed, the Company)
may file one or more proxy statements or other documents with the SEC.
This communication is not a substitute for any proxy statement or other
documents the Consortium and/or the Company may file with the SEC in
connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS
THE PROPOSED TRANSACTION. Any definitive proxy statement(s) (if and when
available) will be mailed to stockholders of the Company, as applicable.
Investors and security holders will be able to retrieve and review, free
of charge, these documents (if and when available) and other documents
filed with the SEC by the Consortium and/or the Company through the web
site maintained by the SEC at

View Comments and Join the Discussion!