Hubei Minkang Pharmaceutical Ltd. Enters Into Share Exchange Agreement to Acquire 100% of HBMK Pharmaceutical Limited
11 Julio 2011 - 12:03PM
Marketwired
Hubei Minkang Pharmaceutical Ltd. (OTCBB: HBMK) ("Hubei Minkang",
or the "Company") is pleased to announce that it has entered into a
share exchange agreement, dated July 8, 2011 (the "Agreement") with
HBMK Pharmaceutical Limited ("HBMK"), a BVI corporation, and all of
the shareholders of HBMK (the "Vendors"). Pursuant to the terms of
the Agreement, we have agreed to acquire all of the issued and
outstanding shares of capital stock of HBMK from the Vendors in
exchange for the issuance of 33,500,000 shares of our common stock
to the Vendors on a pro rata basis in accordance with each Vendor's
percentage ownership in HBMK.
At the closing of the Agreement, HBMK will become our wholly
owned subsidiary. HBMK is the sole shareholder of Hubei Minkang
Pharmaceutical Co., Ltd., a company organized under the laws of the
People's Republic of China, which is a modern pharmaceutical
enterprise that produces and markets Traditional Chinese Medicines
and Over-The-Counter pharmaceuticals in China as well as markets
its products to the US, Japan, Canada, Singapore, Malaysia,
Thailand and Hong Kong among other countries.
The closing of the Agreement is subject to the satisfaction of
conditions precedent to closing as set forth in the Agreement,
including that: (i) no material adverse effect will have occurred
with the business or assets of HBMK Pharmaceutical Limited since
the effective date of the Agreement; (ii) the Company, HBMK
Pharmaceutical Limited and the Vendors will have received all
third-party consents and approvals contemplated by the Agreement;
and (iii) the Company will be reasonably satisfied with its due
diligence investigation of HBMK Pharmaceutical Limited and its
subsidiary.
Due to conditions precedent to closing, including those set out
above, and the risk that the conditions precedent will not be
satisfied, there is no assurance that the Company will complete the
share exchange as contemplated in the Agreement.
The securities of the Company to be issued to the Vendors upon
the closing of the Agreement will not be registered under the
Securities Act of 1933, as amended (the "Act"), or under the
securities laws of any state in the United States, and will be
issued in reliance upon an exemption from registration under the
Act. The securities may not be offered or sold in the United States
absent registration under the Act or an applicable exemption from
such registration requirements.
FORWARD LOOKING STATEMENTS This news release may include
"forward-looking statements" regarding Hubei Minkang Pharmaceutical
Ltd., and its subsidiaries, business and project plans. Such
forward looking statements are within the meaning of Section 27A of
the Securities Act of 1933, as amended, and section 21E of the
United States Securities and Exchange Act of 1934, as amended, and
are intended to be covered by the safe harbor created by such
sections. Where Hubei Minkang Pharmaceutical Ltd. expresses or
implies an expectation or belief as to future events or results,
such expectation or belief is believed to have a reasonable basis.
However, forward-looking statements are subject to risks,
uncertainties and other factors, which could cause actual results
to differ materially from future results expressed, projected or
implied by such forward-looking statements. Hubei Minkang
Pharmaceutical Ltd. does not undertake any obligation to update any
forward looking statement, except as required under applicable
law.
Contacts: Hubei Minkang Pharmaceutical Ltd. Investor Relations
1.866.446.1869
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