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CBPO > SEC Filings for CBPO > Form 8-K on 21-Nov-2012All Recent SEC Filings

Show all filings for CHINA BIOLOGIC PRODUCTS, INC.

Form 8-K for CHINA BIOLOGIC PRODUCTS, INC.


21-Nov-2012

Entry into a Material Definitive Agreement, Material Modification t


Item 1.01. Entry into a Material Definitive Agreement.

On November 19, 2012, the Board of Directors (the "Board") of China Biologic Products, Inc. (the "Company") authorized and declared a dividend distribution of one right (a "Right") for each outstanding share of the common stock, par value $0.0001 per share (the "Common Shares"), of the Company to stockholders of record at the close of business on November 30, 2012 (the "Record Date"). The complete terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated as of November 20, 2012, between the Company and Securities Transfer Corporation, as rights agent.

The Board adopted the Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 10% or more of the Common Shares without the approval of the Board after November 19, 2012. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. However, neither the Rights Agreement nor the Rights should interfere with any merger, tender or exchange offer or other business combination approved by the Board.

Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of the Series A Participating Preferred Stock, par value $0.0001 per share (the "Preferred Shares"), of the Company at an exercise price of $60.00 per one one-thousandth of a Preferred Share, subject to adjustment (the "Exercise Price"). However, the Rights are not immediately exercisable and will become exercisable only upon the occurrence of certain events. In particular, after November 19, 2012:

if a person or group acquires 10% or more of the Company's Common Shares (including through derivatives), then the Rights will become exercisable and each Right will entitle its holder (except the acquiring person or group) to purchase, at the Exercise Price, a number of the Company's Common Shares having a then-current market value of twice the Exercise Price;

if after a person or group acquires 10% or more of the Company's Common Shares, the Company merges into another company, an acquiring entity merges into the Company or the Company sells or transfers more than 50% of its assets, cash flow or earning power, then each Right will entitle its holder (except the acquiring person or group) to purchase, for the Exercise Price, a number of shares of common stock of the person engaging in the transaction having a then-current market value of twice the Exercise Price; or

after a person or group acquires 10% or more of the Company's Common Shares, the Board may, at its option, exchange the Rights (except for Rights held by the acquiring person or group), in whole or in part, for Common Shares at an exchange ratio of one Common Share per Right (subject to adjustment).

The following is a more detailed summary of the terms of the Rights Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.


Distribution and Transfer of Rights; Rights Certificates

The Board has declared a dividend of one Right for each outstanding Common Share. Prior to the Distribution Date referred to below:

the Rights will be evidenced by and trade with the certificates for the Common Shares (or, with respect to any uncertificated Common Shares registered in book entry form, by notation in book entry), together with a copy of this summary of Rights, and no separate rights certificates will be distributed;

new Common Shares certificates issued after the Record Date will contain a legend incorporating the Rights Agreement by reference (for uncertificated Common Shares registered in book entry form, this legend will be contained in a notation in book entry); and

the surrender for transfer of any certificates for Common Shares (or the surrender for transfer of any uncertificated Common Shares registered in book entry form) will also constitute the transfer of the Rights associated with such Common Shares.

Rights will accompany any new Common Shares that are issued after the Record Date.

Distribution Date

Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Shares and become exercisable following (i) the 10th business day (or such later date as may be determined by the Board) after the public announcement that an Acquiring Person has acquired beneficial ownership of 10% or more of the Common Shares or (ii) the 10th business day (or such later date as may be determined by the Board) after a person or group announces a tender or exchange offer that would result in ownership by a person or group of 10% or more of the Common Shares. For purposes of the Rights Agreement, beneficial ownership is defined to include the ownership of derivative securities.

"Acquiring Person" means a person or group of affiliated or associated persons who has acquired beneficial ownership of 10% or more of the Common Shares; provided however, no person who, at the time of the adoption of the Rights Agreement, beneficially owns 10% or more of the Common Shares shall be deemed to . . .



Item 3.03. Material Modification to Rights of Security Holders.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.




Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the adoption of the Rights Agreement, on November 20, 2012, the Company filed a Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Delaware. The Certificate of Designation sets forth the rights, powers and preferences of the Preferred Shares.

The summary of the rights, powers and preferences of the Preferred Shares set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. A copy of the Certificate of Designation is attached as Exhibit 3.1 and incorporated herein by reference.



Item 8.01. Other Events.

On November 19, 2012, the Company issued a press release announcing the adoption of the Rights Agreement and the declaration of the dividend of the Rights. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

  3.1       Certificate of Designation of Rights, Preferences and Privileges of
          Series A Participating Preferred Stock.

  4.1       Preferred Shares Rights Agreement, dated as of November 20, 2012 by
          and between China Biologic Products, Inc. and Securities Transfer
          Corporation, as rights agent.

99.1 Press Release of China Biologic Products, Inc., dated November 19, 2012.


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