Ribo Proposes Share Swap to Acquire a Minority Stake of its Overseas Subsidiary, Advancing Global Integration Strategy
October 19 – Suzhou, China and Mölndal, Sweden
Suzhou Ribo Life Science Co., Ltd. (06938.HK, "Ribo" or "the Company") announced today that it has entered into a share swap agreement with the minority shareholders of its Swedish subsidiary Ribocure Pharmaceuticals AB ("Ribocure"). The Company proposes to issue an aggregate of 14,087,085 new H Shares as consideration for the acquisition of a 49.71% equity interest in Ribocure held by the minority shareholders. Upon completion of the transaction, Ribo's shareholding in Ribocure shall be increased from 50.29% to 100%.
Ribocure was established in Gothenburg Sweden in February 2022 by Ribo together with Dr. Li-Ming Gan and his team. As a key pillar in implementing the Company’s globalization strategy, Ribocure undertakes core functions including global clinical development and business development. Gothenburg is home to top global talent and industry resources in cardiovascular, renal and metabolic diseases. Leveraging this geographic advantage, Ribocure has assembled an international professional team with hands-on experience at multinational pharmaceutical companies, forged close ties with leading academic institutions and the biomedical industry ecosystem in Europe and the United States, and achieved cross-regional synergy with Ribo’s domestic R&D system to advance global multicenter clinical development and international strategic collaborations.
This transaction marks a milestone for Ribo in integrating its global R&D resources and deepening its international footprint. Structured purely as a share swap, the transaction requires no cash outlay from the Company, preserving ample cash reserves for subsequent pipeline R&D. Upon completion, all operating earnings of Ribocure will be attributable to shareholders of the listed company. At the group level, the Company will be able to streamline cross-entity decision-making and compliance processes, achieve coordinated and unified planning of its global R&D pipeline strategy, optimize the global allocation of capital, talent and industry resources, and further upgrade and refine its globally integrated R&D system. Meanwhile, Ribocure’s core management will directly receive shares in the listed company, deeply aligning the interests of the overseas core team with those of all shareholders of the listed company and achieving strategic alignment, shared objectives and shared value.
Mr. Erik Selin, a cornerstone investor of Ribo, and the director and a strategic investor of Ribocure, stated: “We remain firmly confident in the long-term prospects of the innovative siRNA therapeutics sector. We are deeply proud to have invested in Ribo and Ribocure. The Company’s clear globalization strategy, solid technology platform, extensive and differentiated pipeline, and efficient and professional team are truly commendable. Committed to a long-term approach, we will empower the Company across multiple dimensions—capital, industry ecosystem and global channels—to support coordination between its domestic and overseas teams and deliver on its strategy.”
Dr. Li-Ming Gan, co-CEO and Global President of R&D of Ribo, said: “Since Ribocure’s establishment, with a global vision, we have achieved a series of substantive advances in strategic planning, clinical translation, global clinical advancement and cross-border industry collaboration, and have built Ribo’s global R&D network with Ribocure as the core pillar. Upon completion of this acquisition, the domestic and overseas R&D teams will work in deep collaboration under the Group’s unified strategic framework to further accelerate the advancement of clinical programs, the iterative upgrading of technology platforms and international business development (BD) collaborations, thereby continuously injecting strong momentum into Ribo’s long-term growth.”
Dr. Zicai Liang, Chairman and CEO of Ribo, commented: “This transaction achieves a deep integration of Ribo’s global innovation resources and strategic capabilities, and aligns the interests of our core teams in China and abroad with those of all investors, marking an important milestone in Ribo’s development. With the support of the Board, we will, through this optimization of the shareholding structure, solidify the foundation for the Company’s high-quality long-term development. Oligonucleotide therapeutics have been ranked first among new-modality drugs in China’s 15th Five-Year Plan, and China has risen into the global top tier in this field, keeping pace with leading players and taking the lead in selected segments. We will seize the global industry window of opportunity, accelerate business breakthroughs, and create greater value for patients and shareholders.”
The transaction remains subject to the satisfaction of obtaining of independent shareholders’ approval and the relevant regulatory approvals. For details, please refer to the formal announcements disclosed by the Company on The Stock Exchange of Hong Kong Limited.