Press Release: Benda Pharmaceutical Acquires Majority Ownership of Shenzhen SiBiono GeneTech
Benda Pharmaceutical Acquires Majority Ownership of Shenzhen SiBiono GeneTech HUBEI PROVINCE, CHINA -- Apr 9, 2007 -- Benda Pharmaceutical, Inc., a China-based pharmaceutical company engaged in the identification, discovery, development, and manufacturing of conventional medicines, active pharmaceutical ingredients and pharmaceutical intermediaries (or bulk chemicals), and Traditional Chinese Medicines, announced today that, through its 95% owned China-based subsidiary, Hubei Tongji Benda Ebei Pharmaceutical Co., Ltd. ("Benda Ebei"), it has acquired 57.57% of Shenzhen SiBiono GeneTech Co., Ltd. ("SiBiono"), maker of GendicineÂ® cancer treatment, the world's first approved and commercialized gene therapy product. Shenzhen SiBiono GeneTech Co., Ltd. Founded in 1998 in Shenzhen, China, SiBiono is dedicated to the research, development, manufacturing and commercialization of innovative gene therapy products. As a worldwide pioneer in gene therapy, SiBiono is at the forefront of cancer treatment. On October 16, 2003, SiBiono successfully obtained a "New Drug License" from the State Food and Drug Administration of China ("SFDA"). In January 2004, GendicineÂ® received conditional production approval from the SFDA. In April 2004, SiBiono obtained a "Certificate of GMP for Pharmaceutical Product" for its GendicineÂ® production facilities, making it fully qualified to launch to the market Recombinant Human Ad-p53 Injection, trademarked as GendicineÂ® worldwide. GendicineÂ® is the world's first commercialized gene therapy product approved by a government agency. GendicineÂ® has been recognized by the global media as a major breakthrough and milestone in the field of gene research and biotechnology and is expected to make an important contribution to the international pursuit for improved quality of human life and health. Additional information about SiBiono is available on its Web site: www.SiBiono.com/en/. The Transaction On April 5, 2007, Benda, through its 95% owned China-based subsidiary Benda Ebei, entered into an agreement with the two controlling shareholders of Shenzhen SiBiono GeneTech Co., Ltd. to purchase a total of approximately 57.57% of the of the shares of SiBiono's common stock for total cash consideration of RMB 60.0 million (approximately $7.7 million). In addition, Benda issued 2,100,000 shares of restricted common stock as consideration for services rendered under a financial consultancy agreement (the "Consulting Agreement"). Under terms of the Consulting Agreement, in the event that (a) Benda's stock does not reach $3.60 per share, and (b) the Company is not listed on either the NASDAQ Capital Market or the American Stock Exchange within three months from the last date of a twelve-month restriction period following the issuance of such shares per the Consulting Agreement, then the consulting firm has the right to cause Benda to redeem 1,960,000 (out of a total of 2.1 million issued) Benda shares for cash consideration of $7,056,000. "The acquisition of a majority ownership of SiBiono is a watershed event for Benda, significantly increases the breadth of our product lines and establishes Benda as a worldwide leader in the field of gene therapy products," said Mr. Yiqing Wan, CEO and Chairman of Benda. The Private Placement Simultaneous with the acquisition of the majority of the shares in SiBiono, on April 5, 2007 Benda completed a $7.4 million private placement to certain institutional and accredited investors who had also participated in the Company's previous $12.0 million private offering, which closed on November 15, 2006. This most recent offering consisted of Units priced at $0.555 per share, with each Unit comprised of (a) one two-year convertible promissory note with a 4% coupon, which is convertible into 54,087 shares of Benda common stock; and (b) one five-year warrant with an exercise price of $0.555 per share, which can be exercised into shares of Benda's common stock beginning in two years. Keating Securities, LLC acted as placement agent to Benda in the private placement. Benda's Capital Structure Prior to the offering, Benda had 96,964,606 shares of common stock issued and outstanding and a total of 125,522,542 shares of common stock issued and outstanding on a fully diluted basis. Following the offering, Benda now has 112,424,095 shares of common stock issued and outstanding and a total of 154,341,520 shares of common stock issued and outstanding on a fully diluted basis. The shares sold were not registered under the Securities Act of 1933, as amended (the "Securities Act"), and were sold in reliance upon exemptions from the registration requirements of the Securities Act pursuant to Regulations D promulgated under the Securities Act. Unless the shares are registered, they may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, and shall not constitute an offer, solicitation or sale of any security. About Benda Pharmaceutical, Inc. Benda Pharmaceutical, Inc. (www.bendapharma.com) is engaged in the business of identifying, discovering, developing, and manufacturing conventional medicines, active pharmaceutical ingredients, bulk chemicals (or pharmaceutical intermediates), and Traditional Chinese Medicines ("TCMs") for the treatment of some of the most widespread common ailments and diseases (e.g. common cold, diabetes, and cancer). FORWARD-LOOKING STATEMENTS The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The safe harbor for forward-looking statements contained in the Securities Litigation Reform Act of 1995 protects companies from liability for their forward-looking statements if they comply with the requirements of the Act.