Regulatory News:
Aptorum Group Limited (Nasdaq: APM, Euronext Paris: APM)
(“Aptorum Group” or “Company”), today announced that it entered
into a non-binding Letter of Intent and Term Sheet (“Term Sheet”)
for the acquisition (“Transaction”) of 100% of URF Holding Group
Limited and its underlying businesses (collectively “U Group”) by
the further issuance of the Company’s class A ordinary shares as
consideration. U Group’s business strategy, based on the urban
revitalization force philosophy, includes the development of
curated shopping experience targeting China’s “Generation Z”
consumption growth through implementing concepts such as “Curetail”
(curated retail) in commercial premises and rejuvenating community
neighbourhoods. Pursuant to the Term Sheet, the Transaction will
result in a reverse takeover of the Company and, subject to the
below matters and conditions, including continued listing of the
combined entity on Nasdaq. At or before the closing of the
Transaction, it is contemplated (but not limited to solely such
methods) the Company will distribute its existing businesses and
assets in such relevant manner (or such other similar mechanics
permitted by law) to its pre-acquisition shareholders on a
pari-passu basis, subject to relevant approvals and distribution
announcement and record dates to be set. Following the closing of
the Transaction subject to the below matters and conditions, it is
expected that the former equity holders of the Company will own the
higher of (i) 15% of the issued and outstanding shares of the
post-acquisition Company or (ii) such issued and outstanding shares
of the post-acquisition Company based on a pre-acquisition
valuation of the Company at $40 million.
The Transaction and other ancillary distributions, where
relevant, are subject to, among other matters, the execution of a
mutually agreeable definitive agreement (the “Definitive
Agreement”), completion of due diligence, fairness opinions and
subject to several conditions including, but not limited to,
shareholder approvals, if necessary, delivery of relevant financial
statements, board of directors and special committee approvals and
satisfaction of all regulatory and Nasdaq approvals where relevant.
The relevant Term Sheet has been filed under a 6-K by the
Company.
About U Group
Since commencement in 2013 and based in Shanghai, U Group’s
business strategy, based on the urban revitalization force
philosophy, includes, but not limited to, the development of
curated shopping experience targeting China’s “Generation Z”
consumption growth through implementing concepts such as Curetail
in commercial premises and rejuvenating community neighbourhoods.
China’s Gen Z (people born between 1996 and 2010) makes up about 15
percent of China’s population, representing the next engine of
domestic consumption growth and rapid improvements of standard of
living. For example, U Group opened and continues to operate the TX
Huaihai Youth Energy Center1, a novel innovative retail center,
since 2019 as a pioneer in Curetail open-space sustainable
architecture concept delivered through digital aesthetics,
intelligence and interactive forms to also support brands
operations and promotions. In 2020, TX Huaihai held more than 300
exhibitions and events attracting an estimated 2 million people2. U
Group’s major revenue drivers include, but not limited to,
commercial property rentals, property/premise management,
collaborative consumer product sales, innovative consumer brand
awareness building and event management, product promotions and
related consulting businesses. Based on U Group’s audited accounts,
for the financial year ended in 2020 and 2021 U Group’s (i)
revenues exceeded approximately Chinese Yuan 122 million
(equivalent to c. USD 17.7 million*) and Yuan 181 million
(equivalent to c. USD 28 million*) respectively, and (ii) year
ended 2021 cumulative retained earnings and shareholders’ equity
exceeded Yuan 315 million (equivalent to c. USD 45 million) and
Yuan 425 million (equivalent to c. USD 65 million)
respectively.
1
https://www.the-spin-off.com/news/stories/Retail-A-shopping-experience-on-a-whole-new-level-15093
2
https://www.kearney.com/article/-/insights/the-concept-of-curation-a-new-way-of-using-urban-space
*Based on average USD/Yuan exchange rate 6.90 and 6.45 for years
2020 and 2021 respectively.
About Aptorum Group
Aptorum Group Limited (Nasdaq: APM, Euronext Paris: APM) is a
clinical stage biopharmaceutical company dedicated to the
discovery, development and commercialization of therapeutic assets
to treat diseases with unmet medical needs, particularly in
oncology (including orphan oncology indications), autoimmune and
infectious diseases. Aptorum has completed two phase I clinical
trials for its ALS-4 (MRSA) and orphan drug designated SACT-1
(Neuroblastoma) small molecule drugs and commercializing its NLS-2
NativusWell® nutraceutical (menopause). The pipeline of Aptorum is
also enriched through (i) the establishment of drug discovery
platforms that enable the discovery of new therapeutics assets
through, e.g. systematic screening of existing approved drug
molecules, and microbiome-based research platform for treatments of
metabolic diseases; and (ii) the co-development and ongoing
clinical validation of its novel molecular-based rapid pathogen
identification and detection diagnostics technology with
Singapore’s Agency for Science, Technology and Research.
For more information about the Company, please visit
www.aptorumgroup.com.
Disclaimer and Forward-Looking Statements
This press release does not constitute an offer to sell or a
solicitation of offers to buy any securities of Aptorum Group.
This press release includes statements concerning Aptorum Group
Limited and its future expectations, plans and prospects that
constitute “forward-looking statements” within the meaning of the
US Private Securities Litigation Reform Act of 1995. For this
purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. In
some cases, you can identify forward-looking statements by terms
such as “may,” “should,” “expects,” “plans,” “anticipates,”
“could,” “intends,” “target,” “projects,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential,” or “continue,” or
the negative of these terms or other similar expressions. Aptorum
Group has based these forward-looking statements, which include
statements regarding projected timelines for application
submissions and trials, largely on its current expectations and
projections about future events and trends that it believes may
affect its business, financial condition and results of operations.
These forward-looking statements speak only as of the date of this
press release and are subject to a number of risks, uncertainties
and assumptions including, without limitation, risks related to its
announced management and organizational changes, the continued
service and availability of key personnel, its ability to expand
its product assortments by offering additional products for
additional consumer segments, development results, the company’s
anticipated growth strategies, anticipated trends and challenges in
its business, and its expectations regarding, and the stability of,
its supply chain, and the risks more fully described in Aptorum
Group’s Form 20-F and other filings that Aptorum Group may make
with the SEC in the future, as well as the prospectus that received
the French Autorité des Marchés Financiers visa n°20-352 on 16 July
2020. As a result, the projections included in such forward-looking
statements are subject to change and actual results may differ
materially from those described herein.
Aptorum Group assumes no obligation to update any
forward-looking statements contained in this press release as a
result of new information, future events or otherwise.
This announcement is not a prospectus within the meaning of the
Regulation (EU) n°2017/1129 of 14 June 2017 as amended by
Regulations Delegated (EU) n°2019/980 of 14 March 2019 and
n°2019/979 of 14 March 2019.
This press release is provided “as is” without any
representation or warranty of any kind.
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version on businesswire.com: https://www.businesswire.com/news/home/20230326005043/en/
Aptorum Group Limited Investor Relations
investor.relations@aptorumgroup.com +44 20 80929299
Redchip – Financial Communications United States Investor
relations Craig Brelsford craig@redchip.com +1 407 571 0902
Actifin – Financial Communications Europe Investor relations
Ghislaine Gasparetto ggasparetto@actifin.fr +33 1 56 88 11 22
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