Zhongyuan Union Nears $3.5 Billion Acquisition of OriGene Technologies, Files Prospectus for Major Asset Restructuring

On the evening of February 10, Vcanbio (600645), a publicly listed company specializing in cellular and genetic engineering, announced its plan to acquire 100% equity interest in Shanghai Aoyuan Investment Management Co., Ltd., thereby bringing its wholly-owned U.S. subsidiary, Origene Technologies, under its umbrella.

This announcement is essentially a continuation of last year’s acquisition project. In March of last year, Vcanbio announced its intention to acquire the U.S. genetic technology company Origene Technologies for RMB 2.4 billion. In December, Vcanbio suspended trading of its shares, stating that its controlling shareholder was planning significant matters related to the company, which might constitute a major asset restructuring. It is understood that the trading suspension was implemented to facilitate the acquisition of Origene Technologies.

OriGene Technologies, headquartered in Maryland, USA, is a prestigious life sciences and medical diagnostics company that originated from gene research. The company possesses the world’s largest collection of human full-length cDNA clones and offers the most extensive portfolio of recombinant protein products globally. Its current product range covers genes, proteins, antibodies, in vitro diagnostics, and pathological diagnostics. In recent years, OriGene has acquired companies such as Blue Heron, Zhongshan Jinqiao, and SDIX, progressively strengthening and refining its strategic layout in the field of genetics and establishing an integrated product line encompassing genes, proteins, antibodies, and analytical reagents.

Currently, 100% of the equity in OrigiMed has been acquired by Shanghai Aoyuan. Shanghai Aoyuan is, in essence, a merger and acquisition fund initiated and established by Vcanbio. In this transaction, OrigiMed is being transferred to Vcanbio through the issuance of shares. Such an elaborate arrangement was designed to prevent other companies from gaining a first-mover advantage. This underscores the significant strategic importance of OrigiMed to Vcanbio.

It is reported that Aurigene’s annual net profit is estimated to be no less than $12 million. This transaction will help Vcanbio accelerate industrial integration and expansion, align with its existing business architecture, enhance its core competitiveness within the industry chain, and actively promote the company’s future development.

The announcement stated that this major asset restructuring would involve the acquisition of 100% equity interest in Shanghai Aoyuan through the issuance of shares and cash payments, along with the raising of matching funds. The counterparties for the share-based asset purchase are Jiaxing Zhongyuan Union Share Investment Fund Partnership (Limited Partnership) and Wang Xiaoge, who currently hold 74.15% and 25.85% of the shares in Shanghai Aoyuan, respectively. The general partner and executive partner of the Zhongyuan Union Fund, Jiaxing Huiling Yinhong Investment Management Co., Ltd., as well as the subordinated partner, Yongtai Tianhua (Beijing) Technology Co., Ltd., are both enterprises affiliated with Li Defu, the actual controller of Zhongyuan Union Reagent. Although the transaction plan for the major asset restructuring has not yet been finalized, since the actual controller of both the merger fund and the target company remains Li Defu, the actual controller of Zhongyuan Union, the transaction will not result in a change of corporate control and does not constitute a back-door listing.

Currently, Zhongyuan Union Cell & Gene Engineering Corp. remains suspended from trading as the financial audit of the target assets is underway. The restructuring price is expected to be no less than RMB 3.5 billion, and upon completion of the acquisition, the stock is projected to hit the daily upper limit for at least five consecutive trading sessions.