ROCKVILLE, Md. and SHANGHAI, Jan. 28,
2021 /PRNewswire/ -- Cellular Biomedicine Group, Inc.
(Nasdaq: CBMG) ("Company," "CBMG," "we" or "our"), a
biopharmaceutical firm engaged in the drug development of
immunotherapies for cancer and stem cell therapies for degenerative
diseases, announced today that leading proxy advisory firms Glass,
Lewis & Co. and Institutional Shareholder Services Inc. have
both recommended that the Company's stockholders vote FOR
the proposal to adopt the definitive merger agreement that provides
for the acquisition of CBMG for $19.75 in cash per share of common stock in a
going private transaction (the "merger proposal").
The Company will hold a special meeting of the stockholders on
February 8, 2021 at 9:00 a.m. Eastern time, at 9605 Medical Center
Drive, Suite 100, 1st floor, Rockville,
Maryland 20850. At the special meeting, stockholders
will be asked to consider and vote on the merger proposal and
certain other proposals described in detail in the Company's
Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on December 29, 2020. Stockholders of record as of
the close of business, Eastern time, on December 18, 2020 will be entitled to vote at the
special meeting and any adjournment thereof.
Stockholders of record are encouraged to vote promptly by
telephone or over the Internet—by following the instructions
indicated on their proxy cards—to ensure that their shares are
represented at the special meeting. A failure to vote on the merger
proposal will have the same effect as a vote against the merger
proposal.
The Company has retained Okapi Partners as its proxy solicitor
in connection with the special meeting. Stockholders who have
questions about the merger proposal or require assistance in voting
their shares are encouraged to contact Okapi Partners by telephone
at +1 (877) 629-6357 or by email at
info@okapipartners.com.
About Cellular Biomedicine Group, Inc.
Cellular Biomedicine Group, Inc. (Nasdaq: CBMG) develops
proprietary cell therapies for the treatment of cancer and
degenerative diseases. The company conducts immuno-oncology and
stem cell clinical trials in China
using products from its integrated GMP laboratory. The Company's
GMP facilities in China,
consisting of twelve independent cell production lines, are
designed and managed according to both China and U.S. GMP standards. Its Shanghai facility includes a "Joint Laboratory
of Cell Therapy" with GE Healthcare and a "Joint Cell Therapy
Technology Innovation and Application Center" with Thermo Fisher
Scientific. These partnerships focus on improving manufacturing
processes for cell therapies. CBMG currently has ongoing CAR-T
Phase I clinical trials in China.
The China NMPA (formerly CFDA) approved the Company's IND
application for a Phase II trial for AlloJoin®, CBMG's
"Off-the-Shelf" allogenic haMPC therapy for the treatment of Knee
Osteoarthritis (KOA), and has accepted the Company's IND
application for a Phase II trial for ReJoin® autologous haMPC
therapy for the treatment of KOA. The NMPA has also accepted CBMG's
dossier for an IND application for clinical trials of anti-BCMA
CAR-T. CBMG is included in the broad-market Russell 3000® Index the
small-cap Russell 2000® Index and the Loncar China BioPharma index.
To learn more about CBMG, please
visit www.cellbiomedgroup.com.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of CBMG. In connection with the
proposed transaction, CBMG has filed relevant materials with the
SEC, including a proxy statement in preliminary and definitive
form, in connection with the solicitation of proxies from CBMG's
stockholders for the proposed transaction, and CBMG and certain
other persons, including Parent, have filed a Schedule 13E-3
transaction statement with the SEC. The Company first mailed the
definitive proxy statement to stockholders entitled to vote at the
special meeting on or about December 31,
2020. BEFORE MAKING A VOTING DECISION, STOCKHOLDERS OF CBMG
ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT CBMG, THE PROPOSED TRANSACTION AND RELATED
MATTERS. Stockholders may obtain free copies of the proxy statement
and other documents that CBMG files with the SEC through the
website maintained by the SEC at www.sec.gov. Copies of the
documents filed with the SEC by CBMG are also available free of
charge on CBMG's website at https://www.cellbiomedgroup.com or by
directing a request to Cellular Biomedicine Group, Inc., Attn:
Sarah Kelly, Investor Relations or
by calling (301) 825 5320.
Participants in the Solicitation
CBMG and certain of its directors, executive officers and
employees may be deemed to be participants in the solicitation of
proxies from CBMG's stockholders in connection with the proposed
transaction. Information regarding the ownership of CBMG securities
by CBMG's directors and executive officers is included in their SEC
filings on Forms 3, 4 and 5, and additional information about
CBMG's directors and executive officers is also available in CBMG's
proxy statement for its 2020 annual meeting of stockholders filed
with the SEC on April 29, 2020 and is supplemented by other
filings made, and to be made, with the SEC by CBMG. Additional
information regarding persons who may be deemed participants in the
solicitation of proxies from CBMG's stockholders in connection with
the proposed transaction, including a description of their
respective direct or indirect interests, by security holdings or
otherwise, has been included in the proxy statement described
above. These documents are or will be available free of charge as
described above.
Forward-Looking Statements
Statements in this communication relating to plans, strategies,
specific activities, and other statements that are not descriptions
of historical facts, including our statements regarding the
completion of the Merger and targeted timing, are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking information is inherently subject to risks
and uncertainties, and actual results could differ materially from
those currently anticipated due to a number of factors, which
include any risks detailed from time to time in CBMG's reports
filed with the Securities and Exchange Commission, Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports
on Form 8-K, including risks relating to the impact of the COVID-19
pandemic on our operations, including risks associated with the
evolving COVID-19 pandemic and actions taken in response to it.
Such statements are based on the current beliefs and expectations
of the management of CBMG and are subject to significant risks and
uncertainties outside of CBMG's control. These risks and
uncertainties include the possibility that the anticipated benefits
from the proposed transaction will not be realized, or will not be
realized within the expected time periods; the occurrence of any
event, change or other circumstances that could give rise to
termination of the Merger Agreement; the failure of CBMG's
stockholders to adopt the Merger Agreement; operating costs,
customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) may be greater than
expected following the announcement of the proposed transaction;
the retention of certain key employees at CBMG; risks associated
with the disruption of management's attention from ongoing business
operations due to the proposed transaction; the risk that a
condition to closing the transaction may not be satisfied on a
timely basis or at all; the risk that the proposed transaction
fails to close for any other reason; the outcome of any legal
proceedings related to the proposed transaction; the parties'
ability to meet expectations regarding the timing and completion of
the proposed transaction; the impact of the proposed transaction on
the Company's credit rating; and other risks described in CBMG's
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K filed with the SEC. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
Except as otherwise required by law, CBMG does not undertake any
obligation, and expressly disclaims any obligation, to update,
alter or otherwise revise any forward-looking statements, whether
written or oral, that may be made from time to time, whether as a
result of new information, future events or otherwise.
Company/Investor Contact:
Sarah Kelly
Investor Relations, CBMG
Phone: (301) 825-5320
Email: sarah.kelly@cellbiomedgroup.com
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SOURCE Cellular Biomedicine Group