- Extraordinary general meeting of Summit Healthcare
Acquisition Corp.'s shareholders to be held on March 1, 2023 at 9:00 a.m.
Eastern Time
- YS Biopharma is a global biopharmaceutical company dedicated
to discovering, developing, manufacturing and commercializing new
generations of vaccines and therapeutic biologics for infectious
diseases and cancer
- YS Biopharma achieved vaccine sales of RMB400 million for the first half of the fiscal
year 2023, 48% higher than the same period of the prior fiscal
year
- Combined company to be listed on Nasdaq under ticker
"YS"
NEW
YORK, Feb. 8, 2023 /PRNewswire/ -- Summit
Healthcare Acquisition Corp. ("Summit") (Nasdaq: SMIH), a special
purpose acquisition company, and YishengBio Co., Ltd (to be renamed
as YS Biopharma Co., Ltd., and herein referred to as "YS
Biopharma"), a global biopharmaceutical company dedicated to
discovering, developing, manufacturing and commercializing new
generations of vaccines and therapeutic biologics for infectious
diseases and cancer, announced that the Securities and Exchange
Commission (the "SEC") has declared the effectiveness of YS
Biopharma's registration statement (the "Registration Statement")
on Form F-4 in connection with the previously announced proposed
business combination between Summit and YS Biopharma (the "Business
Combination"), on February 7,
2023.
Summit has established a record date of February 2, 2023 (the "Record Date") and
announced it will hold an extraordinary general meeting of
shareholders (the "Extraordinary General Meeting") on March 1, 2023 at 9:00 a.m.
Eastern Time, to approve the Business Combination with YS
Biopharma. Shareholders of record as of the Record Date will be
entitled to receive notice of and to vote at the Extraordinary
General Meeting.
The closing of the Business Combination is subject to approval
by Summit's shareholders and the satisfaction of other customary
closing conditions. The Business Combination is expected to close
promptly after the approval by Summit's shareholders at the
Extraordinary General Meeting and the satisfaction of other
customary closing conditions as described in the definitive proxy
statement/prospectus. Upon closing, the combined company will be
named "YS Biopharma Co., Ltd." and its ordinary shares and warrants
are expected to list on the Nasdaq Stock Market LLC ("Nasdaq")
under the ticker symbols "YS" and "YSBPW," respectively.
As previously announced, and as further described in the
Registration Statement, YS Biopharma will have an implied
$849 million pre money enterprise
value, assuming no redemptions by Summit's shareholders. The
Business Combination, which does not have a minimum cash
requirement or require a PIPE offering, is expected to deliver up
to approximately $230 million of cash
to YS Biopharma's balance sheet, assuming no redemptions by
Summit's public shareholders and before payment of transaction
expenses. Even without assuming any cash from the Business
Combination, YS Biopharma is well-positioned financially to further
expand its business and product development and to complete its
growth plans for 2023.
Extraordinary General Meeting Details
The Extraordinary General Meeting will be held on March 1, 2023 at 9:00 a.m.
Eastern Time at 35th Floor, Two Exchange Square, 8 Connaught
Place Central, Hong Kong and
virtually via live webcast. Rather than attending in person,
Summit's shareholders are encouraged to attend the Extraordinary
General Meeting via live webcast at
https://www.cstproxy.com/summithealthcarespac/2023 where they
will be able to listen to the meeting live and vote during the
meeting. Summit is pleased to utilize virtual shareholder meeting
technology to (i) provide ready access and cost savings for
Summit's shareholders and Summit and (ii) protect the health and
safety of Summit's shareholders. To register and receive access to
the hybrid virtual meeting, registered shareholders and beneficial
shareholders (those holding shares through a stock brokerage
account or by a bank or other holder of record) will need to follow
the instructions applicable to them provided in the proxy statement
distributed by Summit in connection with Extraordinary General
Meeting.
Every shareholder's vote is important, regardless of the number
of shares held. If you have any questions or need assistance
voting, please contact Advantage Proxy, Inc., our proxy solicitor,
at 1-877-870-8565 or 1-206-870-8565 (banks and brokers) or email at
ksmith@advantageproxy.com.
Advisors
Wilson Sonsini Goodrich &
Rosati, Jingtian & Gongcheng and Maples and Calder
(Hong Kong) LLP are serving as
legal advisors to YS Biopharma in connection with the Business
Combination.
Cooley LLP and Ogier are serving as legal advisors to Summit in
connection with the Business Combination.
About YS Biopharma
YS Biopharma is a global biopharmaceutical company dedicated to
discovering, developing, manufacturing and commercializing new
generations of vaccines and therapeutic biologics for infectious
diseases and cancer. It has developed a proprietary PIKA®
immunomodulating technology platform and a series of preventive and
therapeutic biologics targeting Rabies, Hepatitis B, Shingles,
influenza, Coronavirus. YS Biopharma operates in China, Singapore, the
United States, the United Arab
Emirates and the
Philippines with over 800 employees and led by a management
team that combines rich local expertise and global vision in the
vaccine and pharmaceutical industry.
About Summit Healthcare Acquisition Corp.
Summit Healthcare Acquisition Corp. is a blank check company
sponsored by Summit Healthcare Acquisition Sponsor LLC,
a Cayman Islands limited liability company, and formed for the
purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with
one or more businesses. Summit's units, Class A ordinary shares and
warrants trade on the Nasdaq under the ticker symbols "SMIHU,"
"SMIH," and "SMIHW," respectively.
Cautionary Statement Regarding Forward-Looking
Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target" or other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements also include, but are not limited to,
statements regarding projections, estimates and forecasts of
revenue and other financial and performance metrics, anticipated
milestones with respect to the clinical and pre-clinical programs
of YS Biopharma, projections of market opportunity and
expectations, the estimated implied enterprise value of the
combined company, YS Biopharma's ability to scale and grow its
business, the advantages and expected growth of the combined
company, the combined company's ability to source and retain
talent, the cash position of the combined company following closing
of the Business Combination, Summit's and YS Biopharma's ability to
consummate the proposed Business Combination, and expectations
related to the terms and timing of the Business Combination, as
applicable. These statements are based on various assumptions,
whether or not identified in this press release, and on the current
expectations of Summit's and YS Biopharma's management and are not
predictions of actual performance.
These statements involve risks, uncertainties and other factors
that may cause actual results, levels of activity, performance or
achievements to be materially different from those expressed or
implied by these forward-looking statements. Although each of
Summit and YS Biopharma believes that it has a reasonable basis for
each forward-looking statement contained in this press release,
each of Summit and YS Biopharma caution you that these statements
are based on a combination of facts and factors currently known and
projections of the future, which are inherently uncertain. In
addition, there are risks and uncertainties described in the proxy
statement/prospectus included in the Registration Statement
relating to the proposed Business Combination and other documents
filed by YS Biopharma or Summit from time to time with the SEC.
These filings may identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Neither Summit nor YS Biopharma can assure you that the
forward-looking statements in this press release will prove to be
accurate. These forward-looking statements are subject to a number
of risks and uncertainties, including, among others, the ability to
complete the Business Combination transaction due to the failure to
obtain approval from Summit's shareholders or satisfy other closing
conditions in the business combination agreement, the occurrence of
any event that could give rise to the termination of the business
combination agreement, the ability to recognize the anticipated
benefits of the Business Combination, the amount of redemption
requests made by Summit's public shareholders, costs related to the
Business Combination, the impact of the global COVID-19 pandemic,
the risk that the Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the
Business Combination, the outcome of any potential litigation,
government or regulatory proceedings, the sales performance of the
marketed vaccine product and the clinical trial development results
of the product candidates of YS Biopharma, and other risks and
uncertainties, including those to be included under the heading
"Risk Factors" in the Registration Statement and those included
under the heading "Risk Factors" in the annual report on Form 10-K
for year ended December 31, 2021 of
Summit and in its subsequent quarterly reports on Form 10-Q and
other filings with the SEC. There may be additional risks that
neither Summit nor YS Biopharma presently know or that Summit and
YS Biopharma currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In light of the significant
uncertainties in these forward-looking statements, nothing in this
press release should be regarded as a representation by any person
that the forward-looking statements set forth herein will be
achieved or that any of the contemplated results of such
forward-looking statements will be achieved. The forward-looking
statements in this press release represent the views of Summit and
YS Biopharma as of the date of this press release. Subsequent
events and developments may cause those views to change. However,
while Summit and YS Biopharma may update these forward-looking
statements in the future, there is no current intention to do so,
except to the extent required by applicable law. You should,
therefore, not rely on these forward-looking statements as
representing the views of Summit or YS Biopharma as of any date
subsequent to the date of this press release. Except as may be
required by law, neither Summit nor YS Biopharma undertakes any
duty to update these forward-looking statements.
Important Information for Shareholders and Investors
The Business Combination will be submitted to shareholders of
Summit for their consideration and approval at the Extraordinary
General Meeting. Summit and YS Biopharma prepared the Registration
Statement on Form F-4 for YS Biopharma that was declared effective
by the SEC on February 7, 2023, which
includes a definitive proxy statement which is being distributed to
Summit's shareholders in connection with Summit's solicitation for
proxies for the vote by Summit's shareholders in connection with
the Business Combination and other matters as described in the
Registration Statement. Summit is mailing the definitive proxy
statement and other relevant documents to its shareholders as of
the Record Date. Summit's shareholders and other interested persons
are advised to read the definitive proxy statement/prospectus in
connection with Summit's solicitation of proxies for the
Extraordinary General Meeting to be held to approve, among other
things, the proposed Business Combination, because these documents
contain important information about Summit, YS Biopharma and the
proposed Business Combination. Summit's shareholders may also
obtain a copy of the definitive proxy statement as well as other
documents filed with the SEC by YS Biopharma regarding the proposed
Business Combination and documents filed with the SEC by Summit,
without charge, at the SEC's website located
at https://www.sec.gov.
Participants in the Solicitation
Summit, YS Biopharma and their respective directors, executive
officers and other members of management and employees may, under
SEC rules, be deemed to be participants in the solicitation of
proxies of Summit's shareholders in connection with the proposed
Investors and security holders may obtain more detailed information
regarding Summit's directors and executive officers in Summit's
filings with the SEC. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of
proxies to Summit's shareholders in connection with the proposed
Business Combination, including a description of their direct and
indirect interests, which may, in some cases, be different than
those of Summit's shareholders generally, is set forth in the
Registration Statement. Shareholders, potential investors and other
interested persons should read the Registration Statement carefully
before making any voting or investment decisions.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Business Combination, and does not
constitute an offer to sell or the solicitation of an offer to buy
any securities of Summit or YS Biopharma, or a solicitation of any
vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended.
This press release is not a substitute for the Registration
Statement or for any other document that Summit or YS Biopharma has
filed and may file with the SEC in connection with the proposed
Business Combination. YOU ARE URGED TO READ THE DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. You may obtain free copies of other
documents filed with the SEC by Summit and YS Biopharma through the
website maintained by the SEC at https://www.sec.gov.
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