Global Pharm Holdings Group Completes Acquisition of Pacific Asia Pharm Investment Group Co., Ltd.
SHENZHEN, China, Aug. 4, 2011 /PRNewswire-Asia/ -- Global Pharm Holdings Group, Inc. (OTCBB:GPHG) ("Global Pharm" or the "Company"), a China-based growing vertically integrated pharmaceutical company engaged in pharmaceutical-related products distribution, and Traditional Chinese Medicine ("TCM") herbs cultivation and processing business through its subsidiaries in Anhui, Jilin and Shandong provinces, today announced that, on August 1, 2011, the Company entered into a Share Purchase Agreement (the "Acquisition Agreement") with each of eight shareholders (each a "Seller" and collectively the "Sellers") and completed the acquisition. Pursuant to the Acquisition Agreement, the Sellers agreed to sell and the Company agreed to purchase the aggregate of 50,000 ordinary shares ("Sale Shares") in Pacific Asia Pharm Investment Group Co., Limited, a company incorporated and existing under the laws of the British Virgin Islands ("Pacific Asia Pharm"), representing the entire issued share capital of Pacific Asia Pharm. The consideration for the Sale Shares is US$42,000,000, to be paid in full by Global Pharm by issuing the Consideration Shares (as defined under the Acquisition Agreement) to the Sellers within 90 days after the Closing Date (as defined under the Acquisition Agreement). The number of the Consideration Shares to be issued to the Sellers shall be equal to US$42,000,000 divided by the fair market value of Global Pharm's issued and outstanding common stock as at the Closing Date, as determined by a third-party valuer selected by Global Pharm at its discretion. With the completion of this acquisition, Pacific Asia Pharm becomes a wholly owned subsidiary of the Company.
On the date of the Acquisition Agreement, Global Pharm and the Sellers also entered into a Share Pledge Agreement pursuant to which the Sellers pledge 10% of the Consideration Shares to Global Pharm to secure the Sellers' covenants and undertakings in relation to Pacific Asia Pharm's financial