Summit Healthcare Acquisition Corp.

Summit Healthcare Acquisition Corp.

May 3, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: YS Biopharma Co., Ltd.

ENTERPRISE VALUE: $1.079 billion
ANTICIPATED SYMBOL: tbd

Summit Healthcare Acquisition Corp. proposes to combine with YS Biopharma Co., Ltd.

YS Biopharma is a global biopharmaceutical company dedicated to discovering, developing, manufacturing and commercializing new generations of vaccines and therapeutic biologics for infectious diseases and cancer. It has developed a proprietary PIKA® immunomodulating technology platform and a series of preventive and therapeutic biologics targeting Rabies, Hepatitis B, Shingles, influenza, Coronavirus. YS Biopharma operates in China, Singapore, the United States, the United Arab Emirates and the Philippines with over 800 employees and led by a management team that combines rich local expertise and global vision in the vaccine and pharmaceutical industry.


TRANSACTION

  • The business combination is expected to provide up to approximately $230 million in gross proceeds to YS Biopharma, including $30 million from Forward Purchase Investors and up to approximately $200 million currently held in Summit’s trust account, assuming no redemption from Summit’s existing public shareholders.
  • Proceeds from the Transaction will allow YS Biopharma to fund its ongoing and planned clinical trials, future commercial launch of PIKA® adjuvanted rabies vaccine, the construction of new GMP-compliant manufacturing plants as well as developing other product candidates.
  • The Transaction is targeted to be completed in the first quarter of 2023.

ys bio overview


FORWARD PURCHASE AGREEMENT

  • The Forward Purchase Agreements provide for the purchase of an aggregate of 3,000,000 Summit Class A Shares, plus an aggregate of 750,000 redeemable warrants to purchase Summit Class A Shares at $11.50 per share, for an aggregate purchase price of $30,000,000 in a private placement to close concurrently with the closing of Summit’s initial business combination.
    • Investors
      •  Snow Lake Capital (HK) Limited and the Valliance Fund

NON-REDEEMING SHAREHOLDERS

  • Up to an aggregate of 2,732,325 YS Biopharma Ordinary Shares, including 1,446,525 YS Biopharma Ordinary Shares to be contributed by the Sponsor through a share surrender immediately prior to the First Merger Effective Time and up to 1,285,800 new YS Biopharma Ordinary Shares, will be provided to non-redeeming Summit shareholders and the Forward Purchase Investors, which is expected to enhance the value of the YS Biopharma Ordinary Shares to be issued to these investors.

LOCK-UP

  • Sponsor and Company
    • The applicable lock-up period will be twelve months from and after the First Merger Effective Time.
      • The lock-up requirements will cease to apply after the date on which the closing price equals or exceeds $12.00 per share for any 20/30 trading days at least 150 days after the First Merger Effective Time.
  • For each YS Biopharma Lock-Up Shareholder who is not a SPAC Insider, the applicable lock-up period will be 180 days from and after the First Merger Effective Time.

NOTABLE CONDITIONS TO CLOSING

  • Absence of any law or governmental order enacted, issued, promulgated, enforced or entered by governmental authority that is then in effect and which has the effect of making the Closing illegal or which otherwise prevents or prohibits consummation of the Closing, other than any such restraint that is immaterial.
  • The Available Closing Cash Amount is not less than $30,000,000

NOTABLE CONDITIONS TO TERMINATION

  • By Summit or YS Biopharma, if the Transactions shall not have been consummated on or prior to 270th day after the date of Business Combination Agreement (6/26/23)

ADVISORS

  • Wilson Sonsini Goodrich & Rosati is serving as legal advisors to YS Biopharma
  • Jingtian & Gongcheng is serving as legal advisors to YS Biopharma
  • Maples Group is serving as legal advisors to YS Biopharma
  • Cooley LLP and Ogier are serving as legal advisors to Summit

MANAGEMENT & BOARD


Executive Officers

Bo Tan, 47
Chief Executive Officer, Co-Chief Investment Officer and Director

Mr. Tan has over 20 years of extensive experience in the financial and pharmaceutical industries and was the President and Chief Financial Officer of 3S Bio from December 2016 to December 2019. During his tenure at 3S Bio, Mr. Tan led the privatization of 3SBio and its re-listing in Hong Kong in 2015, as well as the acquisition and integration of Sciprogen, Sirton (Italy), Wanma and CP Guojian, as well as investments in various landmark healthcare assets, including Ascentage, Sorrento and Refuge. From 2015 to 2019, Mr. Tan was voted the “Best CFO” for consecutive years in the Institutional Investor All-Asia Executive Team poll. Mr. Tan joined 3SBio in 2009 and 3SBio’s market capitalization increased approximately 10 times from 2009 to 2018. Before joining 3S Bio, Mr. Tan served as the executive director and a member of Investment Committee of Bohai Industrial Investment Fund Management Company, a PRC-based private equity firm, and presided over the investment in The Chengdu Commercial Bank, from April 2007 to September 2008. Prior to that, Mr. Tan served as a vice president in the equity research division of Lehman Brothers Asia Limited from March 2006 to March 2007 and as a senior analyst at Macquarie Securities Asia in Hong Kong from October 2004 to February 2006. Mr. Tan is widely acclaimed for his stellar track record of combining business operations and capital market prowess and has long-standing strategic relationships with major MNCs. Mr. Tan received his Bachelor’s degree in Economics from Renmin University of China in July 1994, Master’s degree in Economics from the University of Connecticut in December 1996 and a Master of International Management from Thunderbird School of Global Management in August 1998.


Ken Poon, 54
President, Co-Chief Investment Officer and Director

Mr. Poon has nearly 30 years of capital markets experiences in Asia and is the founding partner of XCap Partners Limited, a boutique advisory firm in Hong Kong. Prior to founding XCap Partners Limited in 2019, Mr. Poon served as the Asia Pacific Head of Capital Markets Origination at Citigroup, running the Equity Capital Markets, Debt Capital Markets and Acquisition Finance businesses for all Asia ex-Japan. Prior to his tenure at Citigroup, Mr. Poon served as the Head of Asia Equity Capital Markets at Merrill Lynch from August 1998 to May 2004. Mr. Poon has led a series of landmark transactions globally, including Alibaba’s US$25 billion NYSE IPO, Luye Pharmaceutical’s US$878 million HKSE IPO, Samsung Biologic’s US$2 billion KOSE IPO, Chungwha Telecom Taiwan’s US$1.6 billion NYSE IPO and privatization, Melco’s US$1.3 billion Nasdaq IPO, TSMC’s US$2.0 billion registered ADR offering, China Mobile’s US$7.2 billion simultaneous placement of equity and convertibles, China Netcom’s US$1.2 billion dual listed NYSE and HKSE IPO, China CITIC Bank’s US$5.9 billion HKSE IPO, Longor Group’s US$1.0 billion HKSE IPO, CRCC’s US$2.3 billion HKSE IPO, Global Logistics Property US$3 billion SGX IPO, PetroChina’s US$2.4 billion Equity Placement, Sands China’s US$2.5 billion HKSE IPO and AIA’s US$20 billion HKSE IPO. He also led numerous billion-dollar bond offerings for companies such as Hutshison/Vodafone, Temasek/Singapore Telecom and Korea Telecom. Mr. Poon holds a Bachelor of Commerce degree in Finance from The University of British Columbia and a joint executive M.B.A from Northwestern University – Kellogg School of Management and Peking University – Guanghua School of Management.


Board of Directors

Ian Stone, 70
Independent Director

Mr. Stone joined Pontis Partners, a consulting business specializing in the telecom, internet and media industries, in 2001, where he is currently a director. Through his position at Pontis Partners, Mr. Stone serves as a board member and advisor to a number of listed and private companies in the Asia and Middle East North Africa regions. In particular, Mr. Stone currently serves as an independent director of Tencent Holding Company (HKEX: 0700), one of Chinese largest online technology companies, and an independent director at Panther Media Group, a provider of direct-broadcast satellite, IPTV and OTT television services in the MENA region. From 2001 to 2014 Mr. Stone served in various positions at PCCW, a leading telecommunications and media company in Hong Kong, including as managing director of various business units.


Thomas Folinsbee, 54
Independent Director

Mr. Folinsbee has over 25 years of experience as a financial and securities professional. Mr. Folinsbee has been the business development consultant of Shanghai Alebund Pharmaceuticals Ltd., a China-based pharmaceutical company, since 2019, where he is responsible for pharmaceutical inlicensing and outlicensing transactions. Prior to joining Alebund, Mr. Folinsbee was Director of Corporate Development of the strategic investment division of 3SBio Inc., a biotechnology company, from 2009 to 2019, focusing on sourcing business development opportunities in Canada, Australia, and Japan, including licensing, distribution, and M&A. Mr. Folinsbee joined 3SBio to manage its investor relations activities and was a member of the management group that delisted 3SBio from Nasdaq in May 2013 and relisted it on the Hong Kong Stock Exchange in June 2016. From 2017 to 2019, Mr. Folinsbee also served as independent director of Bison Capital Acquisition Corporation, a special purpose acquisition company that acquired Xynomic Pharmaceuticals Holdings, Inc. in 2019. Mr. Folinsbee continued to serve as independent director and was a member of the audit and compensation committees after the acquisition. From 2011 to 2016, Mr. Folinsbee also worked for Hisanaga Seisakusho Co. Ltd., a Japanese manufacturing company, where he helped launch Hisanaga’s sales platform in India and designed a business intelligence system to support a corporate turnaround. Before joining 3SBio Inc., Mr. Folinsbee also worked at Macquarie Equities, BNP Paribas and Optivest Systems Ltd. Mr. Folinsbee graduated in 1990 from McGill University with a Bachelor of Commerce degree concentrating in finance and international business (with distinction).


Tao Bai, 56
Independent Director

Ms. Bai is a partner at the Beijing and Tianjin offices of JunHe Law Offices. Prior to joining JunHe Law Offices in 2002, Ms. Bai was a founding partner at Commerce & Finance Law offices from 1992 to 2002. Prior to that, Ms. Bai practiced with C&C Law Offices in Beijing from 1989 to 1992. Over the years, Ms. Bai has provided comprehensive legal services to many international clients, including multinational corporations and international organizations, as well as large Chinese enterprises and trade organizations, in the fields of IP protection, anti-dumping, M&A, project financing, IPOs, litigation, arbitration and administrative actions. Ms. Bai is a member of the All-China Bar Association, a Standing Director of Beijing Intellectual Property Protection Association, a member of the Chinese Society of International Law and the Inter-Pacific Bar Association, the Vice President of Beijing Bar Association and an arbitrator of the China International Economic and Trade Arbitration Commission, Shanghai International Economic and Trade Arbitration Commission and Hainan Arbitration Commission. Ms. Bai received the Outstanding and Lifetime Achievement for Asia Women in Business Law award from the Euromoney Legal Media Group in 2016. Ms. Bai received her LL.B. degree from Peking University Law School in 1985 and her J.D. degree from Cornell Law School in 1988.