ROCKVILLE, Md. and SHANGHAI, Feb. 19,
2021 /PRNewswire/ -- Cellular Biomedicine Group, Inc.
(NASDAQ: CBMG) ("CBMG" or the "Company") today announced the
completion of the merger (the "Merger") of the Company with CBMG
Merger Sub Inc., a Delaware
corporation ("Merger Sub") and a wholly-owned subsidiary of CBMG
Holdings, an exempted company with limited liability incorporated
under the laws of the Cayman
Islands ("Parent"), pursuant to the previously announced
Agreement and Plan of Merger (the "Merger Agreement"), dated as of
August 11, 2020, by and among the Company, Parent and Merger
Sub.
Under the terms of the Merger Agreement, which was approved by
the Company's stockholders at its special meeting of stockholders
held on February 8, 2021, each share
of the Company's common stock, par value $0.001 per share (the "Company Common Stock"),
issued and outstanding immediately prior to the effective time of
the Merger (the "Effective Time"), other than (i) shares of
Company Common Stock owned by Parent, Merger Sub or any other
direct or indirect wholly-owned subsidiary of Parent and shares of
common stock owned by the Company and (ii) certain shares of
Company Common Stock owned by the holders who agreed to cancel
those shares for no consideration in exchange for the subscription
of newly issued shares of Parent at or immediately prior to the
Effective Time (collectively, the "Excluded Shares"), has been
converted into the right to receive $19.75 per share in cash, without interest and
net of any applicable withholding taxes. The Excluded Shares have
been cancelled for no consideration. As a result of the Merger, the
Company became a wholly-owned subsidiary of Parent, and the shares
of the Company common stock no longer trade on the Nasdaq Global
Select Market ("NASDAQ").
Stockholders of record as of the Effective Time who are entitled
to the merger consideration will receive a letter of transmittal
and instructions on how to surrender their share certificates in
exchange for the merger consideration. Stockholders should wait to
receive the letter of transmittal before surrendering their share
certificates.
About Cellular Biomedicine Group, Inc.
Cellular Biomedicine Group, Inc. (Nasdaq: CBMG) develops
proprietary cell therapies for the treatment of cancer and
degenerative diseases. The company conducts immuno-oncology and
stem cell clinical trials in China
using products from its integrated GMP laboratory. The Company's
GMP facilities in China,
consisting of twelve independent cell production lines, are
designed and managed according to both China and U.S. GMP standards. Its Shanghai facility includes a "Joint Laboratory
of Cell Therapy" with GE Healthcare and a "Joint Cell Therapy
Technology Innovation and Application Center" with Thermo Fisher
Scientific. These partnerships focus on improving manufacturing
processes for cell therapies. CBMG currently has
ongoing CAR-T Phase I clinical trials in China. The China NMPA (formerly CFDA) approved
the Company's IND application for a Phase II trial for
AlloJoin®, CBMG's "Off-the-Shelf" allogenic
haMPC therapy for the treatment of Knee Osteoarthritis (KOA), and
has accepted the Company's IND application for a Phase II trial for
ReJoin® autologous haMPC therapy for the treatment
of KOA. To learn more about CBMG, please visit
www.cellbiomedgroup.com.
Forward-Looking Statements
Statements in this communication relating to plans, strategies,
specific activities, and other statements that are not descriptions
of historical facts are forward-looking statements. Forward-looking
information is inherently subject to risks and uncertainties,
and actual results could differ materially from those
currently anticipated due to a number of factors, which include any
risks detailed from time to time in CBMG's reports filed with the
Securities and Exchange Commission, Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K, including risks relating to
the impact of the COVID-19 pandemic on our operations,
including risks associated with the
evolving COVID-19 pandemic and actions taken in response
to it. Such statements are based on the current beliefs and
expectations of the management of CBMG and are subject to
significant risks and uncertainties outside of CBMG's control.
Given these uncertainties, you should not place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. Except as otherwise required by law, CBMG does not
undertake any obligation, and expressly disclaims any obligation,
to update, alter or otherwise revise any forward-looking
statements, whether written or oral, that may be made from time to
time, whether as a result of new information, future events or
otherwise.
Company/Investor Contact:
Sarah Kelly
Investor Relations, CBMG
Phone: (301) 825-5320
Email: sarah.kelly@cellbiomedgroup.com
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SOURCE Cellular Biomedicine Group