On December 27, 2019, Viva Biotech Holdings Group (01873) (hereinafter referred to as "Viva Biotech") announced that was in discussions with Zhejiang Langhua Pharmaceutical Co., Ltd. (hereinafter referred to as "Langhua Pharmaceutical") on potential strategic investments and cooperation in the areas of research, development, design and production in the global pharmaceutical market. On May 20, 2020, Viva Biotech released an announcement stating that it proposed to acquire 60% of the shares of Langhua Pharmaceutical through its wholly-owned subsidiary Viva Biotech (Shanghai) Co., Ltd. (hereinafter referred to as "Viva Shanghai", together as "Viva" with Viva Biotech). On August 9, 2020, Viva Biotech announced that the share purchase agreement had been formally signed and the acquisition ratio of Viva had increased to 80% and the total consideration to RMB 2.56 billion. On November 13, 2020, Viva Biotech announced that Viva had completed 80% of the major acquisition.
Viva Biotech is a leading drug contract research organization (CRO) operating the world's leading structure-based early-stage drug discovery technology platform. It has high-tech systematic, scientific and modular incubation platforms with a number of global leading technologies and an extended business model. Langhua Pharmaceutical is a comprehensive pharmaceutical manufacturing enterprise that mainly engages in the production of active pharmaceutical ingredients and intermediates, as well as undertaking contract research and development and production. It is recognized by GMP, the US FDA, WHO and EDQM. After the acquisition, Langhua Pharmaceutical will become the only CDMO platform of Small Molecule Drugs and Intermediates for Viva Biotech. It would yield huge synergies in the field of R&D, design and production for Viva Biotech and Langhua Pharmaceutical in the worldwide pharmaceutical market, and holds great strategic significance for Viva Biotech to enter the domestic CDMO market. It has established an integrated one-stop pharmaceutical service platform.
JunHe’s team has provided legal services to Viva since 2017, including assisting in the company’s listing on the HKSE, its overseas issuance of convertible bonds, and its investments and financing. In this project, JunHe’s team acted as Viva's legal advisor and provided services including the design of the transaction structure, legal due diligence, transaction document drafting, negotiation and contract signing and the final closing of the project. During the entire process, JunHe’s team conducted multilateral and efficient communication and cooperation with its clients, counterparties, target companies and other intermediaries. Due to their in-depth understanding of the project, their accurate understanding of the core demands and the risks to each party, and with their solid legal knowledge, the JunHe team overcame any adverse impact of the COVID-19 epidemic on the project’s due diligence and negotiations and successfully closed the transaction.
The lead partner of this project was Mr. TAO, Xudong.