WuXi XDC Cayman Inc. and BioDlink International: Voluntary Conditional Cash Offers Now Unconditional

Key Developments for Investors and Shareholders

WuXi XDC Cayman Inc. (Stock Code: 2268) and BioDlink International Company Limited (Stock Code: 1875) jointly announced that the voluntary conditional cash offers made by Citigroup Global Markets Asia Limited on behalf of the Offeror for all issued shares of the Company (other than those already owned or agreed to be acquired by the Offeror and its concert parties) and for the cancellation of all outstanding share options have become unconditional in all respects as of 17 March 2026.

Key Points in the Announcement

• Offers Unconditional: The Share Offer became unconditional after the Offeror received valid acceptances for 463,672,734 Offer Shares, representing approximately 60% of the total issued share capital and voting rights of the Company, meeting the acceptance condition for the offer.
• Option Offer Status: The Offeror also received valid acceptances for 6,512,600 Share Options, representing about 85.33% of the total outstanding Share Options. The Option Offer is now unconditional as well.
• Offer Remains Open: The offers will remain open for acceptance until 4:00 p.m. on Tuesday, 31 March 2026, in accordance with Rule 15.3 of the Hong Kong Takeovers Code, giving shareholders at least 14 days to consider their decision.
• Settlement Timeline: Payment for valid acceptances will be made in cash no later than seven business days after the later of the unconditional date (17 March 2026) and the date of receipt of complete and valid acceptance documents.
• Results Disclosure: Results of the offers as at the Final Closing Date will be announced no later than 7:00 p.m. on 31 March 2026.
• Important Deadlines:
  • RSA Holders must provide written notice of acceptance by 4:00 p.m. on 24 March 2026.
  • Final closing for all acceptances is 4:00 p.m. on 31 March 2026.
  • Latest date for despatch of payment cheques: 14 April 2026.
• Procedural Notes: Shareholders with shares held in CCASS, and RSA Holders must follow specific instructions for acceptance. Weather disruptions (e.g., typhoon, black rainstorm) may affect deadlines, with details provided for rescheduling.
• Interest of Offeror: The Offeror and its concert parties (excluding Citi’s exempt principal traders and fund managers) did not hold, control, or direct any shares or share options before the offer period, nor did they acquire or agree to acquire such interests during the offer period except via the Offer Shares.
• Regulatory Disclosures: No relevant securities were borrowed or lent by the Offeror or its concert parties during the offer period.

Potential Price-Sensitive Information

• Change in Control: The Offeror now controls at least 60% of the voting rights of the Company, which can significantly affect the strategic direction and management of the Company. This level of control may impact the share price due to potential changes in governance, operations, or future corporate actions.
• Liquidity Event: The unconditional nature of the offers and the cash settlement may trigger further shareholder and market reactions, especially as the offer period remains open, giving remaining shareholders and option holders a final opportunity to tender.
• Next Steps & Uncertainties: The Offeror may extend the offer period, and any such extension will be announced at least 14 days in advance. Investors should monitor for further announcements that could impact the share price.

What Shareholders Should Do

1. Review All Offer Documents: Shareholders, RSA Holders, and Option Holders are strongly advised to carefully read the Composite Document and Forms of Acceptance, especially the advice from the Independent Financial Adviser and the recommendations of the Independent Board Committee.
2. Consult Professional Advisers: If in doubt about the impact of the offers or the next steps, investors should seek independent professional advice before making a decision.
3. Monitor Announcements: Watch for any further disclosures or changes to the offer or its timetable.

Board Responsibility Statement

The directors of WuXi XDC Cayman Inc. and BioDlink International Company Limited have accepted responsibility for the accuracy of the information in the announcement, and confirm that, to the best of their knowledge, all information is true and not misleading.

Disclaimer

The above article is for information purposes only and does not constitute financial or investment advice. Investors should read the official offer documents in detail and consult professional advisers before making any investment decision. The author and publisher accept no liability for actions taken based on this article.

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