WuXi XDC Cayman Inc. and BioDlink International: Major Update on Voluntary Conditional Cash Offers

Key Developments and Potential Price-Sensitive Information

• Voluntary Conditional Cash Offers: Citigroup Global Markets Asia Limited, acting on behalf of the Offeror, has made voluntary conditional cash offers for all issued shares of BioDlink International Company Limited (except those already owned or agreed to be acquired by the Offeror and its concert parties), as well as to cancel all outstanding share options.
• First Closing Date Acceptance Levels:
  • As of 4:00 p.m. on Friday, 13 March 2026, the Offeror received valid acceptances for 359,633,024 Offer Shares, representing approximately 46.54% of the total issued share capital and voting rights of the Company.
  • Valid acceptances for 6,512,600 Share Options were received, accounting for approximately 85.33% of the total outstanding Share Options.
• Offer Conditions Not Yet Met: The Share Offer is conditional on the Offeror receiving valid acceptances that would result in the Offeror holding at least 60% of the voting rights in the Company. This condition was not met by the First Closing Date, and therefore the Offers have not yet become unconditional.
• Extension of Offer Period: The Offer period has been extended to Friday, 27 March 2026, allowing shareholders additional time to consider the offer.
• Irrevocable Undertakings:
  • Certain major shareholders (Advantech Capital Investment, Center Laboratories, and Vivo Suzhou) have undertaken to accept the Share Offer for a substantial number of shares if the Acceptance Condition is not met by the First Closing Date and the Offer is extended. They are committed to tendering a combined total of over 104 million Offer Shares within two business days after this announcement.
• Revised Timetable and Important Dates:
  • Latest time for RSA Holders to provide written notice: 4:00 p.m. on Friday, 20 March 2026
  • Extended Closing Date: 4:00 p.m. on Friday, 27 March 2026
  • Results announcement: No later than 7:00 p.m. on Friday, 27 March 2026
  • Final Closing Date (if unconditional): 10 April 2026
  • Latest despatch of payment: Tuesday, 21 April 2026
  • Offers will lapse if not declared unconditional by 7:00 p.m. on Monday, 13 April 2026
• Procedural Details:
  • If the Offer becomes or is declared unconditional, it will remain open for at least 14 days thereafter.
  • Payment for valid acceptances will be made no later than seven business days after the unconditional date or receipt of complete documents.
  • Special arrangements are in place for acceptances in the event of severe weather or government-declared “extreme conditions.”
• Warnings and Caution:
  • The completion of the Offers is subject to the conditions being satisfied or, if capable of being waived, waived. The Offers may or may not become unconditional and may or may not be completed.
  • Shareholders, RSA Holders, Option Holders, and potential investors are strongly advised to exercise caution and consult with professional advisers if in doubt.
• Responsibility Statements:
  • The directors of both BioDlink International and the Offeror accept full responsibility for the accuracy of the information contained in the announcement.

Implications for Shareholders and Potential Price Sensitivity

The failure to meet the acceptance condition by the First Closing Date and the subsequent extension of the offer period are material events that could significantly affect the share price of BioDlink International. The involvement of major shareholders through irrevocable undertakings to tender large blocks of shares adds further importance to upcoming offer results. Investors should monitor the situation closely, as the outcome of the extended offer period and whether the necessary acceptance threshold is reached will determine the future control and ownership structure of the company.

The announcement warns that the Offers may or may not become unconditional, and thus may or may not be completed. This uncertainty could lead to increased volatility in the share price until the final outcome is confirmed.

Next Steps and Key Dates for Investors

• Monitor official company and stock exchange announcements, especially on or before 27 March 2026, for updates on acceptance levels and offer status.
• Shareholders and holders of share options are advised to review the full Composite Document and seek professional advice before making decisions regarding the offer.
• If the offer becomes unconditional, expect further announcements and a 14-day window for late acceptances, with payments processed within seven business days of valid acceptance.

Disclaimer

This article is a summary and interpretation of information released by WuXi XDC Cayman Inc. and BioDlink International Company Limited. It is not intended as investment advice. Investors should refer to the official Composite Document and seek independent professional advice before taking any action. The information contained herein is believed to be accurate as of the date of publication, but no warranty is provided as to its completeness or reliability. The author and publisher accept no liability for any direct or consequential loss arising from reliance on this information.

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