Bellevue Life Sciences Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: OSR Holdings Co., Ltd.
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD
Bellevue Life Sciences Acquisition Corp. entered into a Business Combination Agreement with OSR Holdings Co., Ltd.
- OSR Holdings is a global healthcare company that leverages its international network of companies and development partners in the Europe, South Korea and US seeking to develop and license its pipeline of innovative biomedical therapies based on proprietary platform technologies, with the goal of addressing unmet medical needs.
- OSR Holdings currently wholly-owns three operating subsidiaries in Switzerland and South Korea, two of which are focused on developing therapeutic drugs in the areas of oncology and osteoarthritis, and the third is a distributor of medical devices for the treatment of neurovascular and other diseases.
EXTENSION – 11/12/24 – LINK
- The SPAC approved the extension from November 14, 2024, to February 14, 2025.
- 1,766,469 shares were redeemed.
- No contribution will be deposited into the trust account.
SUBSEQUENT EVENT – 10/10/24 – LINK
- Preferred Stock PIPE Agreement
- Toonon Partners agreed to subscribe and purchase 222,222 Shares of Preferred Stock for an aggregate purchase price of $20,000,000 or $90.00 per share.
- Dividends will accrue at a rate of 5% per annum of the Series A Original Issue Price.
- The Conversion Price shall initially be $9.00.
- Beginning on the one-year anniversary of the original issue date, the Company has the option, in its sole discretion, to redeem all or a portion of the then outstanding shares of Series A Preferred Stock, for an amount equal to the Series A Original Issue Price plus all unpaid accruing dividends as of the date of the redemption; provided, that, for purposes of calculating the accruing dividends in the event of a redemption, dividends will have been deemed to have accrued at a rate of 7.0% per annum of the Series A Original Issue Price (the “Redemption Price”).
- Beginning on the three-year anniversary of the Original Issue Date, any holder of Series A Preferred Stock may demand that the Company redeem all or a portion of such holder’s Series A Preferred Stock in an amount equal to the Redemption Price.
- Toonon Partners agreed to subscribe and purchase 222,222 Shares of Preferred Stock for an aggregate purchase price of $20,000,000 or $90.00 per share.
SUBSEQUENT EVENT – 5/30/24 – LINK
- The SPAC reduced the Aggregate Consideration from 25,033,961 shares of BLAC Common Stock to 24,461,214 shares of BLAC Common Stock
EXTENSION – 5/14/24 – LINK
- The SPAC approved the extension from May 14, 2024 to November 14, 2024.
- 1,581,733 shares were redeemed.
- $50k per month will be deposited into the trust account.
TRANSACTION
- Concurrent with the closing of the business combination, BLAC intends to change its name to OSR Biosciences, Inc.
- BLAC will own at least 60% of the outstanding shares of OSR Holdings (and have the right to acquire the remainder of the shares on or after January 1, 2025 or 2026 or in connection with a change in control of BLAC).
SPAC FUNDING
- BLAC will enter into one or more PIPE Subscription Agreements.
- Preferred Stock PIPE Agreement (10/10/24)
- Toonon Partners agreed to subscribe and purchase 222,222 Shares of Preferred Stock for an aggregate purchase price of $20,000,000 or $90.00 per share.
- Dividends will accrue at a rate of 5% per annum of the Series A Original Issue Price.
- The Conversion Price shall initially be $9.00.
- Beginning on the one-year anniversary of the original issue date, the Company has the option, in its sole discretion, to redeem all or a portion of the then outstanding shares of Series A Preferred Stock, for an amount equal to the Series A Original Issue Price plus all unpaid accruing dividends as of the date of the redemption; provided, that, for purposes of calculating the accruing dividends in the event of a redemption, dividends will have been deemed to have accrued at a rate of 7.0% per annum of the Series A Original Issue Price (the “Redemption Price”).
- Beginning on the three-year anniversary of the Original Issue Date, any holder of Series A Preferred Stock may demand that the Company redeem all or a portion of such holder’s Series A Preferred Stock in an amount equal to the Redemption Price.
- Toonon Partners agreed to subscribe and purchase 222,222 Shares of Preferred Stock for an aggregate purchase price of $20,000,000 or $90.00 per share.
LOCK-UP
- Company and Sponsor:
- Lock-Up Agreement will be agreed to by the parties thereto at a later date.
NOTABLE CONDITIONS TO CLOSING
- BLAC shareholder approval
- Minimum Closing Cash condition is equal to or greater than $5,000,001.
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination Agreement may be terminated by either BLAC or the Company if the Effective Time has not occurred prior to May 14, 2024 (the “Outside Date”) .
MISCELLANEOUS
- Upon entering into a Non-Participating Stockholder Joinder, a stockholder of the Company will become party to the Business Combination Agreement with all attendant rights, duties and obligations, with the same force and effect as if originally named as a “Non-ParticipatingCompany Stockholder” in the Business Combination Agreement.
- The Non-Participating Stockholder Joinder contains put and call rights for the Non-Participating Company Stockholder and BLAC, respectively, whereby the Non-Participating Company Stockholder shall have the right to cause BLAC to purchase (the “Put Right”) and BLAC shall have the right to cause the Non-Participating Company Stockholder to sell (the “Call Right”) to BLAC or its designee all of the shares of Company Common Stock owned and held of record by such Non-Participating Company Stockholder.
- The Put Right and Call Right will be exercisable on or after January 1, 2025 or 2026, as set forth in each Non-Participating Stockholder Joinder, or on the date the Non-Participating Company Stockholder is notified by BLAC of a transaction that will result in a Change in Control.
ADVISORS
- OSR Advisors:
- To be determined
- SPAC Advisors:
- To be determined
EXTENSION – 11/15/23 – LINK
- The SPAC approved the extension from November 14, 2023 to May 14, 2024.
- 3,432,046 shares were redeemed.
- $180K for 3-months to 2/14/24 will be deposited into the trust account; $60K per month (x3) will be deposited thereafter.
SUBSEQUENT EVENT – 7/11/23 – LINK
- The SPAC announced that it has signed an exclusive non-binding letter of intent to acquire OSR Holdings, Ltd., a global healthcare holding company.
MANAGEMENT & BOARD
Executive Officers
Kuk Hyoun Hwang, 47
Chief Executive Officer and Director
Mr. Hwang is the Managing Partner of BCM, which he founded in August 2012. BCM is the South Korea advisor for BAM, a subsidiary of Bellevue Group AG, a Swiss financial group holding company with global healthcare investing expertise which is publicly listed on the Swiss Exchange (SIX) and oversees assets under management of approximately $11 billion, primarily invested in private and public equities across the global healthcare sector. As a representative of BAM, Mr. Hwang has advised numerous clients, including end-investors and product distributors, on global healthcare investments with strategic sectoral approaches. He is also the Chief Executive Officer of BCM Europe, a position he has held since March 2020. Since July 2019 until July 2021, Mr. Hwang has also served as Co-Chief Executive Officer of OSR Holdings Ltd., a private equity general partner registered with the Financial Supervisory Services (FSS) in South Korea and a wholly-owned subsidiary of BCM, where he has also served as chairman since May 2021. Prior to founding BCM in 2012, Mr. Hwang served with financial services firms in Korea and the U.S., including North Head Capital Partners LLC from 2011-2012, Kim Eng Research Korea and Kim Eng Securities USA from 2006-2008, and Shinhan Investment Corp from 2002-2004 and 2006. Mr. Hwang received a BA in sociology from Korea University in 1998.
David J. Yoo, 48
Chief Financial Officer
Mr. Yoo has over 25 years of experience in corporate finance, investment analysis and public company management. Since July 2019, Mr. Yoo has been the executive director and operating management member of Decorstandard Corp., an early-stage designer and distributor of PVC and PPU-based interior solutions in Bergenfield, NJ. From March 2013 to January 2019, Mr. Yoo was the president and CEO of Agabang USA, Inc. the wholly-owned subsidiary of Agabang & Company, Ltd, (KOSDAQ: 013990), a Korean vertically integrated retailer of infant and children’s apparel and accessories. Before Agabang, Mr. Yoo was the managing director and partner, from August 2010 to March 2013, of China Select Capital Partners Corp. subsequently acquired by Roadman Investments Corp, a TSXV-listed investment issuer. Mr. Yoo was the CFO of Ord Mountain Resources Corp., (TSXV: OSR) a portfolio company of Roadman Investments Corp, from July 2019 until February 2021. From 2008 to 2010, Mr. Yoo was the managing director at SF Investment, a Seoul-based private equity firm. Mr. Yoo was also at Early Bird Capital from 2004 to 2008, as a vice president in investment banking focused on Special Purpose Acquisition Companies. Mr. Yoo was previously in various investment analyst roles at firms including Dalewood Associates, Ardour Capital, KPMG International and the Doosan Group. He has served as a director and member of the audit committee at Tremisis Energy Acquisition Corp II (NYSE Amex: TGY). Mr. Yoo earned a B.A. in psychology from the University of California at Berkeley and an M.B.A. in finance from the Leonard N. Stern School of Business at New York University.
Board of Directors
Steven Reed, 72 [Resigned]
Director nominee and nominee for Chairman of the Board
In 2017 Dr. Reed, founded and now serves as President and Chief Executive Officer of HDT Bio, a biotechnology company focused on novel immunotherapy approaches for cancer and infectious diseases. In 2014, Dr. Reed founded Afrigen Biologics, a company in Cape Town, South Africa, focused on vaccines for tuberculosis and other infectious diseases, where he served as Director until August 2019. In 2008, Dr. Reed co-founded Immune Design Corp. (IMDZ, Nasdaq), a cancer therapeutics company, where he served as Chief Executive Officer until 2011. He also founded Dharma Therapeutics, a transdermal patch company, where he served as President from 2005 to 2008. In 1994 he co-founded Corixa Corporation where he served as Executive Vice President and Chief Scientific Officer until 2004. Since 1993, Dr. Reed has served as both Adjunct Professor of Medicine at Cornell University Medical College in New York and as Research Professor of Pathobiology at the University of Washington. Dr. Reed founded the Infectious Disease Research Institute (“IDRI”) in Seattle in 1993 and served as its President and CEO from 2014 to December 2019. He serves on several editorial review committees, has served as a member of the Tropical Medicine Review Board of the National Institute of Health, and as a member of the Vaccine Development Steering Committee of the World Health Organization. Dr. Reed is the author of over 400 publications, holds more than 100 patents and has raised over $150 million in grants during his career. Dr. Reed earned a BA in Biology from Whitman College in 1973, a MS in Microbiology in 1977 from the University of Montana and a PhD in Microbiology and Immunology from the University of Montana in 1979.
Jun Chul Whang, 58
Director
Mr. Whang has been an advisor to BCM since January 2015, and starting in June 2018, has served as General Counsel and consultant to BCM. In August 2020, he became a Member of BCM. As a Member, Mr. Whang provides legal and strategic advice to BCM on cross-border transactional matters. Since April 2019, Mr. Whang has also been General Counsel to ELA Partners (an affiliate of Stonehaven, a global capital raising fintech platform), which specializes in capital raising for selective alternative investment opportunities globally. From May 2016 to May 2018, Mr. Whang was Partner at the law firm of Greenspoon Marder (“GM”). Mr. Whang was also Partner (having joined as an associate) at the law firm of Jacob, Medinger & Finnegan, LLP (“JMF”) from July 1992 until May 2016, when JMF merged with GM. From 1990 to 1992, Mr. Whang was an associate attorney with Cadwalader Wickersham & Taft. During his career as an attorney, Mr. Whang represented major international companies in product liability litigation and regulatory risk management domestically and internationally (Europe and Korea). His language capabilities include Korean, Spanish, French and Japanese (conversational). Mr. Whang earned a BA in Government from Dartmouth College in 1986, a JD from Cornell Law School in 1989, and an LLM in International and Comparative Law (with Distinction) from Georgetown Law Center in 1990.
Rad Roberts, 54 [Resigned]
Director nominee
Dr. Roberts has served as Director of Corporate Relations for the University of Washington since January 2015, where he is responsible for starting and growing partnerships between University of Washington health sciences researchers and life science companies, including pharma, biopharma, and medical device companies. Since September 2018, he has served as Co-chair for the Life Sciences Committee for Keiretsu Northwest, an investor network, where he runs the group that screens early stage companies and helps them prepare for the Keiretsu investor forums. Since January 2015, Dr. Roberts has been a consultant to Elysium Holdings, working on a National Science Foundation contract to train Industrial Liaison Officers at National Science Foundation-funded Engineering Research Centers around the United States. Dr. Roberts earned a B.S. at Stanford University in 1990, a Ph.D. in Biology, focusing on genetics and biochemistry, at the Massachusetts Institute of Technology in 1997, and conducted post-doctoral work at the University of Washington.
In Chul Chung, 59 [Resigned]
Director nominee
Dr. Chung has served as Chief Financial Officer of CrystalGenomics Inc., a publicly-listed biopharmaceutical company in South Korea, since January 2016. As Chief Financial Officer of CrystalGenomics Inc., Dr. Chung heads the Corporate Planning and Strategies department and his responsibilities encompass business developments, financial planning and management, international relations and strategic investments. From November 2014 to December 2015, Dr. Chung was both a Visiting Professor at Seoul School of Integrated Sciences & Technologies and Senior Advisor at Alix Partners, where his responsibilities included advising in connection with execution of a turnaround project for a semiconductor company. Additionally, Dr. Chung was Senior Executive Vice President at the STX Group, from 2011 to 2014, Partner with consulting firm A.T. Kearney, from 2001 to 2008 and Co-Founder and Partner of the Korean office of global consulting firm Monitor Group, from 1989 to 2000. Dr. Chung received a BS in Business Administration from Seoul National University in 1986, an MBA from Seoul National University Graduate School of Business Administration in 1988 and PhD in International Business and Strategy from Seoul National University Graduate School of Business Administration in 1997.
Hosun Euh, 45
Director nominee
Mr. Euh founded and has served as Managing Partner of VTI Partners Ltd., a private equity firm based in South Korea, since June 2021. Prior to this, Mr. Euh joined Goldman Sachs Korea in 2007 and served in various investment banking positions until June 2021. From June 2018 to March 2021, he served as Chief Operating Officer of Investment Banking Division at Goldman Sachs Korea, responsible for covering Korean conglomerates and financial sponsors as well as execution of M&A and capital market transactions. Prior to Goldman Sachs, he was employed at Lazard Asia Ltd. from 2006 to 2007 and Samsung Securities Co., Ltd. from 2003 to 2006 focusing on M&A advisory. Since 2003, Mr. Euh has completed over 50 M&A, capital markets and activism defense advisory transactions. Mr. Euh earned a Bachelor of Business Administration from Korea University in 2003.
Jin Whan Park, 55
Director nominee
Mr. Park has served as Chief Executive Officer of JWP & Partners since founding the firm in 2011. From 2006 to 2012, Mr. Park was Director and Head of Investment Banking at Yuhwa Securities, where he advised on M&A transactions for corporate clients listed on the KOSDAQ. From 2008 to 2009, he was President of Biomass Korea, where he negotiated a supplier contract with Samsung Electronics and oversaw biomass production. From 2001 to 2006, he was Deputy Chief Executive Officer of AdNetworks where he provided investment consulting services for public companies in Korea. From 2000 to 2001, Mr. Park was Chief Financial Officer and Chief Marketing Officer at KRBIZ, which was an IT consulting business with major clients including Samsung, Korea University and Nonghyup Credit Agricole Asset Management. Mr. Park began his career at Hana Bank in their Corporate Finance Unit, where he worked as a loan officer and credit analyst from 1994 to 2000. Mr. Park is an active board member at Sungbo Scholarship Foundation, a family trust established in September 2018 by the founders of Yuhwa Securities. Mr. Park received his BA in Business Administration from Korea University in 1994.
Sang Hyun Kim, 53 [Appointed]
Director nominee
He currently serves as the Special Advisor of Marketing, Private Equity Funds at Korea Daesung Asset Management Co., Ltd. the position held by him since January 2021. Prior to that, Mr. Kim has spent approximately 11 years working in different positions with Samsung Group including, most recently, as part of the Global M&A Strategy Team at Samsung Asset Management HQ from January 2020 to December 2020. He also served as CEO, Regional Managing Director at Samsung Asset Management Beijing Ltd. from October 2016 to December 2019, Chief Strategy Officer & Global Business Development Officer at Samsung Asset Management HQ from April 2013 to September 2016, and Senior Principal, Corporate Planning and Strategy Department at Samsung Fire and Marine Insurance from January 2010 to March 2013. Mr. Kim earned his MBA degree from Georgetown University in 2001, and his M.A. (Public Policy) and B.S. (International Economics) from Seoul National University.
Phil Geon Lee, 56 [Appointed]
Director nominee
He has held the position of Managing Director/Value Add Team at IGIS Asset Management, a real estate investment adviser in Korea. Mr. Lee’s previous roles include serving as Chief Compliance Officer at IKR Co., Ltd. (a joint venture between IGIS Asset Management and KKR & Co. Inc.) from February 2023 to April 2023, CEO of Tropics Private Equity Co., Ltd. from April 2021 to January 2023, Managing Director at KDS Asset Management Co., Ltd. from February 2020 to March 2021, and Head of Legal at Korea Investment Corporation from March 2016 to December 2019. BLAC believes Mr. Lee is well qualified to serve as a director because of his extensive experience in both legal and investment sectors across various asset classes, demonstrating significant expertise in capital markets.
