UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2012
Tibet Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| British Virgin Islands | 001-35038 | Not Applicable |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Room 1701, 17/F
90 Jaffe Rd.
Wanchai, Hong Kong
(Address of Principal Executive Office) (Zip Code)
(852) 9798 5569
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| £ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| £ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| £ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| £ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On March 1, 2012, Tibet Pharmaceuticals, Inc. (the “Company”) issued a press release announcing that its Board of Directors (the “Board”) has received a non-binding letter from its Chairman and Chief Executive Officer, Mr. Hong Yu (“Mr. Yu”) dated March 1, 2012, pursuant to which Mr. Yu proposes subject to certain conditions to acquire all of the outstanding shares of common stock of the Company in cash at $3 per share which represents a premium over the current stock price (the “Proposal”). The Proposal is both non-binding and subject to certain conditions.
The Board has formed a special committee consisting solely of independent directors (the “Special Committee”) to consider Mr. Yu’s proposal. The Board cautions the Company’s shareholders and others considering trading in its securities that no decision has been made by the Special Committee with respect to the Proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. A copy of the press release is filed herewith as Exhibit 99.1 and 99.2 to this current report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibits
99.1 Press Release dated March 1, 2012.
99.2 Proposal Letter from Mr. Yu
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Tibet Pharmaceuticals, Inc. | ||
| Date: March 1, 2012 | By: | /s/ Hong Yu |
| Hong Yu Chief Executive Officer | ||
Exhibit 99.1
Tibet Pharmaceuticals, Inc. Announces Receipt of Non-Binding “Going Private” Proposal at $3.00 Per Share
Shangri-La County, China, March 1, 2012 /PRNewswire-Asia/ -- Tibet Pharmaceuticals, Inc. (NASDAQ: TBET - News), an emerging specialty pharmaceutical company engaged in the development, manufacturing and marketing of traditional Tibetan medicine in China, today announced that its Board of Directors has received a non-binding proposal letter from its Chairman and Chief Executive Officer, Mr. Hong Yu (“Mr. Yu”), for Mr. Yu to acquire all of the outstanding shares of the Company’s common stock not currently owned by Mr. Yu, in a going private transaction for $3.00 per share in cash subject to certain conditions. According to the proposal letter, the acquisition is intended to be financed with a combination of debt and equity capital to be secured by Mr. Yu. Mr. Yu currently beneficially owns approximately 22.1% of TBET’s common stock. A copy of the text of Mr. Yu’s proposal letter is set forth at the end of this press release.
TBET’s Board of Directors has formed a special committee consisting solely of independent directors (the “Special Committee”) to consider, among other things, any proposal made by Mr. Yu, and the Special Committee will retain an independent counsel as its legal advisor to assist the Special Committee in its work. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that a transaction with Mr. Yu or any other transaction will be approved or consummated. The Company does not intend to disclose developments regarding these matters unless and until its Board of Directors determines there is a need to update the market.
About Tibet Pharmaceuticals, Inc.
Based in Shangri-La County, Yunnan, China, Tibet Pharmaceuticals, Inc. (NASDAQ: TBET - News) is an emerging specialty pharmaceutical company engaged in the research, development, manufacturing and marketing of modernized traditional Tibetan medicines in China.
Forward-Looking Statements
This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts.
These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, changes in company valuations and investor perceptions of companies, and other risks contained in reports filed by the company with the Securities and Exchange Commission. All such forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
Company Contact:
Tibet Pharmaceuticals, Inc.
Fiona Wang
Tel: +86-755-8611-xxxx
Email: mikewang@tibetpharmaceuticals.com
www.tibetpharmaceuticals.com
Exhibit 99.2
The following is the letter received from Mr. Yu:
March 1, 2012
Board of Directors
Tibet Pharmaceuticals, Inc.
Room 1701, 17th Floor
Wanchai, Hong Kong
Dear Sirs:
I, Hong Yu, am pleased to submit this preliminary non-binding proposal (the “Proposal”) to acquire the outstanding ordinary shares of Tibet Pharmaceuticals, Inc. (the “Company”) that are not currently owned by myself in a going-private transaction (the “Acquisition”). The terms and conditions of the Proposal on which I contemplate to pursue the Acquisition are set forth below:
1. Purchase Price. The purchase consideration payable for each ordinary share of the Company (other than those held by myself) will be the amount of $3.00 per share in cash, which represents a premium of 317% to the Company’s closing price on February 26, 2012 and a premium of 141% to the volume-weighted average closing price during the last 30 trading days. I believe that the proposed purchase price provides a very attractive and beneficial alternative to the Company’s shareholders.
2. Financing. It is currently expected that the Acquisition will be primarily financed with my own funds and related sources but may be supplemented by possible debt financing. If necessary, I would enter into discussions and negotiations, and possibly agreements, with potential sources of debt financing. At this point in time, there is no arrangement with any such potential source of debt financing in relation to the Proposal, and I do not propose to make any agreement of exclusivity prior to reaching transaction terms approved by the Board of Directors.
3. Buyer. I intend to form an acquisition vehicle for the purpose of pursuing the Acquisition.
4. Due Diligence. To the extent debt financing is required, parties providing financing will require a timely opportunity to conduct customary due diligence on the Company.
5. Definitive Agreements. I am prepared to negotiate and finalize definitive agreements (“Definitive Agreements”) providing for the Acquisition and related transactions very promptly. Such Definitive Agreements will provide for conditions and covenants typical and appropriate for transactions of this type.
6. Confidentiality. I intend promptly to file an amendment to my Schedule 13D to disclose this letter.
7. Process. I believe that the Acquisition will provide superior value to the Company’s shareholders. I recognize that the Board will evaluate the proposed Acquisition independently before it can make its determination to endorse it. Given my involvement in the proposed Acquisition, I also recognize that independent members of the Board will proceed to consider the proposed Acquisition. In considering my offer, you should be aware that I am interested only in acquiring the outstanding shares of the Company that are not currently owned by myself, and that I do not intend to sell my stake in the Company to a third party.
8. Advisors. I will retain legal counsel in connection with the Acquisition.
9. No Binding Commitment. This Proposal letter does not constitute any binding commitment with respect to any Proposal or transaction. Any commitment will result only from the execution of Definitive Agreements, and then will be on the terms provided in such documentation.
I would like to personally express my commitment to work with the Board to consummate this Acquisition in a timely manner. Should you have any questions regarding these matters, please do not hesitate to contact me. I look forward to hearing from you.
Sincerely,
/s/ Hong Yu
Hong Yu