WuXi XDC Cayman Inc. and BioDlink International:
Joint Announcement on Voluntary Conditional Cash Offers and Extension of Offer Period

Key Developments

• Voluntary Conditional Cash Offers: Citigroup Global Markets Asia Limited, acting for and on behalf of the Offeror, has made voluntary conditional cash offers for all issued shares of WuXi XDC Cayman Inc. (excluding shares already held or agreed to be acquired by the Offeror and its concert parties), as well as to cancel all outstanding share options.
• Level of Acceptances on First Closing Date: As of 4:00 p.m. on Friday, 13 March 2026, valid acceptances were received for 359,633,024 Offer Shares (representing approximately 46.54% of the total issued shares and voting rights of the Company) and 6,512,600 Share Options (representing approximately 85.33% of the outstanding Share Options).
• Condition Not Satisfied – Offer Not Unconditional: The critical acceptance condition—requiring not less than 60% of the voting rights to be acquired by the Offeror—was not fulfilled by the First Closing Date. Therefore, the Offers have not become unconditional.
• Extension of Offer Period: The Offeror will extend the First Closing Date to Friday, 27 March 2026, giving shareholders additional time to consider the offers.
• Irrevocable Undertakings: Certain major shareholders (Advantech Capital Investment, Center Laboratories, and Vivo Suzhou) have undertaken to accept the Offer for their respective shares by Tuesday, 17 March 2026 if the acceptance condition is still unmet after the First Closing Date and the Offer is extended.
• Revised Timetable: The announcement provides a detailed extended timetable, including new acceptance deadlines, payment dates, and final closing dates.

Important Shareholder Information

• Price Sensitivity: The outcome of this offer and the ability of the Offeror to reach the minimum 60% acceptance threshold is highly price-sensitive. If the Offer becomes unconditional, it could trigger significant changes in the ownership structure, potentially impacting the share price and future control of the Company.
• Action Required: Shareholders who have not yet accepted the Offer now have until 4:00 p.m. on 27 March 2026 to do so. Option holders and Restricted Share Award (RSA) holders also have specific deadlines and procedures to follow.
• Payment: If the offer becomes or is declared unconditional as to acceptance, payments for valid acceptances will be dispatched as soon as possible, and no later than seven business days after the unconditional date or receipt of complete documentation.
• Potential for Further Extensions: The Offeror reserves the right, in accordance with the Takeovers Code, to further extend the offer period if the acceptance condition is not met. Shareholders should monitor announcements for updates.
• Regulatory Warning: The announcement stresses that completion of the Offers is subject to satisfaction (or waiver, where permitted) of all conditions. There is no guarantee that the Offers will become unconditional or be completed.
• Potential Share Price Impact: Investors should note that if the Offers lapse (i.e., if the 60% acceptance is not reached and not extended), there could be negative share price implications. Conversely, a successful Offer and change of control could result in a price re-rating.

Details of the Extended Timetable

Further Considerations and Cautions

• Procedures for Acceptance: Shareholders and other security holders must ensure they follow the detailed procedures outlined for acceptance, especially those with shares held via CCASS or in the form of RSAs.
• Weather and Special Circumstances: Deadlines may be adjusted if severe weather or “extreme conditions” disrupt business in Hong Kong.
• Dealings and Restrictions: Associates of the Offeror and the Company are reminded of restrictions on dealings in Company securities during the Offer period and the requirement to disclose any permitted transactions.
• Shareholders’ Caution: The announcement specifically warns all investors that the Offers may or may not become unconditional. All investors are strongly advised to exercise caution when dealing in the Company’s securities and to consult their professional advisers if in doubt.

Boards’ Responsibility Statement

The directors of both WuXi XDC Cayman Inc. and BioDlink International Company Limited have accepted full responsibility for the accuracy of information in this announcement, save for parts relating to the other party and their concert parties. They confirm that, to the best of their knowledge and after all reasonable enquiries, the opinions in this announcement are accurate and not misleading.

Conclusion

Summary: The extension of the offer period and the current level of acceptances are significant events with potential to impact WuXi XDC Cayman Inc.’s share price. The outcome will determine whether there is a change in control of the Company and could influence investor sentiment in the near term. Shareholders and investors should closely monitor future announcements and consider the implications for their holdings.

Disclaimer: This article is based on official company announcements and is intended for informational purposes only. It does not constitute investment advice or an offer to buy or sell any securities. Investors should consult their professional advisers and consider their own circumstances before making investment decisions. The writer does not accept any responsibility for actions taken as a result of this article.

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