CHINA Law and Practice Contributed by: Catherine Chen and Shaun Gao, Zhong Lun Law Firm
Zhong Lun Law Firm 6/10/11/16/17F Two IFC
8 Century Avenue Pudong New Area Shanghai 200120 China
Tel: +86 21 6061 3155 Fax: +86 21 6061 3555 Email: zlmarketing@zhonglun.com Web: www.zhonglun.com
1. Trends 1.1 VC Market TJ Bio’s Strategic Restructuring and USD70 Million Series C1 Equity Financing On 7 February 2024, I-Mab (NASDAQ: IMAB) announced a strategic transformation to become a US-based biotechnology company through a complex divestment of its Chinese operations. The company executed definitive agreements with TJ Biopharma (Hangzhou) Co, Ltd ( “TJ Bio” ), an unconsolidated affiliate, and a consor - tium of China-based investors. Key transaction details included the following: • total equity investment – USD70 million in TJ Bio; • asset transfer – 100% of I-Mab Biopharma Co, Ltd ( “I-Mab Shanghai” ) • consideration – up to USD80 million (renminbi equivalent); and • additional component – extinguishment of approximately USD183 million in existing repurchase obligations. The transaction represented one of the most sophisticated and intricate deals in the 2024
Chinese biotech sector. Its complexity was marked by multiple challenging legal dimen - sions, including: • negotiations with state-owned new investors; • comprehensive asset spin-off strategy; • delicate management of existing investors’ redemption rights; and • intricate cross-border corporate restructuring. The strategic move underscores I-Mab’s delib - erate repositioning in the global biotechnology landscape, demonstrating advanced corporate strategic planning and complex legal manoeu - vring. Curon’s USD1.3 Billion Asset Sale to Merck Curon Biopharmaceutical, incubated in 2017 by three major financial investors (6D, Boyu and Temasek) with a total USD150 million invest - ment, recently completed a significant asset sale to Merck valued at USD1.3 billion (including a USD700 million upfront payment). The trans - action centered on CN201, a promising B-cell depletion therapy asset developed during their seven-year investment period.
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