WuXi XDC Cayman Inc. and BioDlink International: Voluntary Conditional Cash Offers Now Unconditional – Key Details for Investors

Key Points

• WuXi XDC Cayman Inc. (Stock Code: 2268) and BioDlink International Company Limited (Stock Code: 1875) jointly announce that their voluntary conditional cash offers have become unconditional in all respects.
• The offers were made through Citigroup Global Markets Asia Limited for all issued shares of WuXi XDC Cayman Inc. (except those already owned or agreed to be acquired by the Offeror and its concert parties), and to cancel all outstanding share options.
• The Share Offer has met its acceptance condition, with the Offeror now holding approximately 60% of the voting rights in the Company.
• The Option Offer (for outstanding share options) is also now unconditional, following the Share Offer becoming unconditional.
• The offers remain open for acceptance until 4:00 p.m. on Tuesday, 31 March 2026 (Final Closing Date).
• Settlement and payment of consideration: Cash settlement will be made within seven (7) business days after the later of the unconditional date (17 March 2026) or the date of receipt of valid acceptances.

Details Investors Need to Know

Background and Offer Conditions

The Share Offer required valid acceptances leading to the Offeror holding not less than 60% of the voting rights in WuXi XDC Cayman Inc. As of 4:00 p.m., 17 March 2026, the Offeror had received valid acceptances for 463,672,734 shares, representing approximately 60% of the total issued share capital and voting rights. Additionally, valid acceptances were received for 6,512,600 share options, representing about 85.33% of all outstanding share options.

With these thresholds met, the Share Offer and Option Offer are now both unconditional in all respects. This marks a significant change in the control structure of WuXi XDC Cayman Inc.

Important Timetable for Shareholders and Option Holders

• Offers Unconditional Date: 17 March 2026
• Latest date for RSA Holders to notify intention to accept: 4:00 p.m., 24 March 2026
• Final Closing Date for Acceptances: 4:00 p.m., 31 March 2026
• Results Announcement: No later than 7:00 p.m., 31 March 2026
• Latest date for Payment/Settlement: 14 April 2026

Shareholders and option holders should note that the offers will remain open for acceptance until the Final Closing Date. The Offeror reserves the right to extend the offer period, but any extension will be communicated with at least 14 days’ notice.

Settlement Arrangements

Settlement for acceptances of shares and options will be made in cash. Payment for Offer Shares will be sent by ordinary post (at the risk of the accepting Shareholder). Payment for Share Options will be available for collection at the Company’s registered office.

Payment will be made as soon as possible, but in any event no later than seven business days after the unconditional date (17 March 2026) or the date when all required documents are received, whichever is later.

Other Important Information for Shareholders

• None of the Offeror or its concert parties held or controlled any shares or options prior to the start of the Offer Period, except as disclosed in the Offer.
• No relevant securities were borrowed or lent by the Offeror or its concert parties during the Offer Period.
• Shareholders, RSA Holders, and Option Holders are urged to read the Composite Offer Document and Forms of Acceptance carefully, including the advice of the Independent Financial Adviser and recommendations from the Independent Board Committee before deciding whether to accept the offers.
• Shareholders should exercise caution when dealing in the securities of the Company. If in doubt, professional advice should be sought immediately.

Potential Price Sensitive Impact

This announcement marks a significant change in the ownership and control of WuXi XDC Cayman Inc., with the Offeror now holding a controlling stake (approximately 60%) in the Company.
This development is likely to be price sensitive and may have a material impact on the Company’s share price, as it signals a potential change in control, corporate strategy, or future business direction. Investors should closely monitor further announcements regarding the Offeror’s intentions and any possible changes to the Company’s operations or governance.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or an offer to buy or sell any securities. Investors should review the official Composite Offer Document and seek independent professional advice before making any investment decisions. The information has been compiled from official company announcements, and while efforts have been made to ensure accuracy, no liability is accepted for any errors or omissions.

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