On December 8, Shanghai OPM Biosciences Co., Ltd. (referred to as "OPM") received approval from the Shanghai Stock Exchange's M&A and Restructuring Committee for its share issuance to acquire assets.
On September 24, 2024, the China Securities Regulatory Commission (CSRC) issued the "Opinions on Deepening the Reform of the M&A Market for Listed Companies" (known as the "M&A Six Measures"), supporting listed companies in injecting high-quality assets and enhancing investment value. OPM's restructuring project marks the first case in the A-share market to adopt a staggered payment mechanism for M&A consideration since the introduction of the "M&A Six Measures." It is also the first project to apply the "reverse linkage" policy, which ties the lock-up period of shares obtained through restructuring to the investment duration of private equity funds.
Public information shows that OPM went public on the STAR Market in 2022, primarily engaged in cell culture media R&D, production, and biopharmaceutical contract development and manufacturing services (CDMO). The target company, Pengli Biopharmaceutical Technology (Shanghai) Co., Ltd., specializes in preclinical research services (CRO) for drug and medical device development. It is recognized as a national-level "Little Giant" specialized and innovative enterprise, a Shanghai technology "Little Giant," and a national high-tech enterprise.
Upon completion of the transaction, the target company will become a wholly-owned subsidiary of OPM. Both companies operate in the pharmaceutical R&D and manufacturing services sector, which is expected to create synergies, complement strengths, and enhance OPM's profitability and core competitiveness.
Industry experts noted that the approval of OPM's restructuring project exemplifies the implementation of the "M&A Six Measures," aligning with the needs and characteristics of new productive forces and strengthening the resource allocation function of M&A activities. It highlights the policy direction of capital markets playing a primary role in corporate restructuring.
The staggered payment mechanism for share consideration improves payment flexibility and better safeguards the interests of listed companies. OPM will adjust the number of shares paid to the target company's controlling shareholders and management team based on subsequent operational performance, ensuring long-term alignment of interests and fostering collaborative development.
The "reverse linkage" mechanism encourages patient capital by incentivizing private equity funds to participate in listed companies' M&A activities. For funds that have held the target company's shares for at least 48 months prior to the restructuring and meet other eligibility criteria, the lock-up period for shares acquired through the restructuring is reduced to six months. This policy promotes long-term investment and a virtuous cycle in fundraising, investment, management, and exit.
Analysts believe the "M&A Six Measures" introduce a package of reforms to revitalize the M&A market, enhance regulatory tolerance, improve payment flexibility and review efficiency, support the development of new productive forces, and bolster industrial consolidation. Since its implementation, measures such as mergers between peers, staggered payment mechanisms, and the "reverse linkage" policy for private equity lock-up periods have been rolled out, with further policies gradually taking effect. These initiatives will amplify the capital markets' role in corporate restructuring, supporting economic transformation and high-quality development.
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