Commonwealth Biotechnologies, Inc. (“CBI”) (NASDAQ Capital Market: CBTE) is pleased to announced it has entered into a revised and binding definitive share purchase agreement to acquire the parent of Shanghai-based GL
Biochem and its associated businesses (collectively the “GL Group”), the largest global supplier of research-grade peptide products and peptide reagents. Under the revised agreement, CBI will receive all of the stock of the GL Group’s holding company, Wise Century Group Limited, from its current shareholder, and will issue to that shareholder shares of CBI’s common stock equal to 78% of its then-outstanding shares, on a fully diluted basis. Closing is expected to occur promptly after CBI obtains shareholder approval for the transaction.
Board and Management
Upon closing, Dr. Hongyan Xu, Founder, Chairman, and CEO of the GL Group, will assume the role of Chairman and CEO of CBI. All current CBI directors and officers will resign upon closing. The existing CBI Board of Directors will be restructured to include two CBI nominee directors, Dr. Bill Guo and Mr. Samuel Sears in addition to Dr. Xu and four additional GL Group nominee directors.
Business Operations
On completion of the merger CBI will be the largest supplier of pre-clinical peptide reagents and custom peptide synthesis services in the world. The Company will be comprised of (i) the GL Group in China, (ii) Mimotopes Pty Ltd in Australia and (iii) assets in Richmond, Virginia. In addition to the GL Group, CBI will continue to own and operate Mimotopes Pty Ltd, based in Melbourne, Australia, an industry leader in the peptide and discovery chemistry sector, and will retain its land and buildings in Richmond, Virginia, which are now leased-back to Bostwick Laboratories Inc, the group that acquired the assets FIL and CBI Services from CBI in November 2009.
Industry Context