OSR Holdings expected to be public in the
fourth quarter of 2023
BELLEVUE, Wash. and SEOUL, South Korea, July 11,
2023 /PRNewswire/ -- Bellevue Life Sciences
Acquisition Corp. (Nasdaq: BLAC), a publicly traded special purpose
acquisition company ("BLAC"), and OSR Holdings, Ltd. ("OSR
Holdings"), a global healthcare holding company, announced today
that they have entered into an exclusive, non-binding letter of
intent, with the goal of completing a business combination in the
fourth quarter of 2023, resulting in OSR Holdings becoming a
publicly traded company.
BLAC and OSR Holdings expect to finalize their definitive
agreement with respect to the proposed business combination in the
coming weeks and plan to announce additional details at that time.
Upon completion of the business combination, the surviving company
will be renamed as OSR Biosciences, Inc.
About OSR Holdings
OSR Holdings is a global healthcare company that leverages its
international network of partners in the US, Europe, and South
Korea to develop and license its pipeline of innovative
biomedical therapies based on proprietary platform technologies,
with the ultimate goal of addressing unmet medical needs. OSR
Holdings currently wholly-owns three operating subsidiaries in
Switzerland and South Korea, two of which are focused on
developing therapeutic drugs in the areas of oncology and
osteoarthritis, and the third is a distributor of medical devices
for the treatment of neurovascular and other diseases.
Additionally, OSR Holdings signed a Letter of Intent on
July 7, 2023 to acquire Landmark
BioVentures AG, a Swiss company which operates through four
different biotech ventures in France with therapeutic focuses on oncology
and immunology. For more information, visit
www.osr-holdings.com.
"OSR Holdings believes in 'Open Innovation'. Harnessing our
strong partnerships globally within and across leading academia and
industries, we aim to develop the most scientifically advanced and
effective biomedical technologies and therapies," said Sung Jae Yu, Chief Operating Officer of OSR
Holdings. The combination with BLAC will allow us to further
deliver on our mission, accelerate our growth, and provide greater
shareholder value as a public company."
About BLAC and its sponsor, Bellevue Global Life Sciences
Investors LLC
BLAC is a special purpose acquisition company that completed its
initial public offering in February
2023. BLAC's sponsor, Bellevue Global Life Sciences
Investors LLC, is an affiliate of Bellevue Capital Management, LLC,
a Bellevue, Washington-based
global healthcare investment firm. BLAC's sponsor management team
has decades of combined experience in healthcare investing and
extensive experience in mergers and acquisitions, investment
banking, and investment management including within the healthcare
sector. For more information, visit www.bellevuespac.com.
Kuk Hyoun "Peter" Hwang, Chief Executive Officer of BLAC,
commented: "We closed the BLAC IPO in February 2023 with special focus on finding a
suitable acquisition candidate in the life sciences and
biotechnology sector. We are delighted to identify OSR Holdings as
our candidate. OSR Holdings represents a timely investment
opportunity working on the development of breakthrough therapies
for unmet medical needs. OSR Holdings' purpose and mission, global
growth potential and substantial impact on healthcare make it an
appealing candidate for BLAC. We look forward to supporting their
transition to a public company."
Prior to the execution of the letter of intent, BLAC's board of
directors formed a special M&A committee of BLAC's independent
directors. The committee evaluated and approved the execution of
the letter of intent and the issuance of this announcement, and
such committee's approval will be required prior to execution of a
definitive agreement with respect to the proposed business
combination.
Additional Information and Where to Find It
If a definitive agreement is entered into in connection with the
proposed business combination, BLAC will prepare a proxy
statement/prospectus (the "BLAC proxy statement/prospectus") to be
filed with the U.S. Securities and Exchange Commission (the "SEC")
and mailed to BLAC's stockholders. BLAC and OSR Holdings urge
investors and other interested persons to read, when available, the
BLAC proxy statement/prospectus, as well as other documents filed
by BLAC with the SEC, because these documents will contain
important information about the proposed business combination. Such
persons can also read BLAC's Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K and its
registration statement on Form S-1 for its initial public offering,
all as filed with the SEC for more information about BLAC and the
security holdings of its officers and directors and their
respective interests as security holders in the consummation of the
transactions described herein. The BLAC proxy statement/prospectus,
once available, and BLAC other reports can be obtained, without
charge, at the SEC's web site (http://www.sec.gov).
Participants in the Solicitation
BLAC, OSR Holdings, and their respective directors, executive
officers and other members of their management and employees, under
SEC rules, may be deemed to be participants in the solicitation of
proxies of BLAC stockholders in connection with the proposed
business combination. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests of BLAC's directors and officers in its Annual Report on
Form 10-K for the fiscal year ended December
31, 2022, which was filed with the SEC on March 31, 2023, and its registration statement on
Form S-1 for its initial public offering. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to BLAC's stockholders in connection with
the proposed business combination will be set forth in the proxy
statement/prospectus for the proposed business combination when
available. Information concerning the interests of BLAC's and OSR
Holdings' equity holders and participants in the solicitation,
which may, in some cases, be different than those of BLAC's and OSR
Holdings' equity holders generally, will be set forth in the proxy
statement/prospectus relating to the proposed business combination
when it becomes available.
Forward Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. The expectations,
estimates, and projections of the businesses of BLAC and OSR
Holdings may differ from their actual results and consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as "expect," "estimate," "project,"
"budget," "forecast," "anticipate," "intend," "plan," "may,"
"will," "could," "should," "believes," "predicts," "potential,"
"continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements
include, without limitation, expectations with respect to entry
into a definitive agreement for the proposed business combination,
the satisfaction of the closing conditions to the proposed business
combination, the timing of the completion of the proposed business
combination and the future performance of OSR Holdings, including
the anticipated impact of the proposed business combination on this
performance. These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to
differ materially from the expected results. Most of these factors
are outside of the control of BLAC and OSR Holdings, and are
difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the negotiations and any subsequent definitive
agreements with respect to the proposed business combination, and
the possibility that the terms and conditions set forth in any
definitive agreements with respect to the proposed business
combination may differ materially from the terms and conditions set
forth in the letter of intent, (2) the outcome of any legal
proceedings that may be instituted against the parties following
the announcement of the proposed business combination and any
definitive agreements with respect thereto; (3) the inability to
complete the proposed business combination, including due to
failure to obtain approval of the stockholders of BLAC and OSR
Holdings or the failure of any other conditions to closing; (4) the
impact of the COVID-19 pandemic (or any other global health
disruption) on (x) the parties' ability to negotiate and consummate
the proposed business combination and (y) the business of OSR
Holdings and the surviving company; (5) the receipt of an
unsolicited offer from another party for an alternative business
transaction that could interfere with the proposed business
combination; (6) the inability to obtain or maintain the listing of
the surviving company's common stock on Nasdaq or any other
national stock exchange following the proposed business
combination; (7) the risk that the proposed business combination
disrupts current plans and operations as a result of the
announcement and consummation of the proposed business combination;
(8) the ability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among
other things, competition, the ability of the surviving company to
grow and manage growth profitably and retain its key employees; (9)
costs related to the proposed business combination; (10) changes in
applicable laws or regulations; (11) the demand for OSR Holdings'
and the surviving company's technologies, products or product
candidates together with the possibility that OSR Holdings or the
surviving company may be adversely affected by other economic,
business, and/or competitive factors; (12) risks and uncertainties
related to OSR Holdings' business; and (13) other risks and
uncertainties included in (x) the "Risk Factors" sections of the
most recent Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q filed with the SEC by BLAC and (y) other documents filed
or to be filed with the SEC by BLAC. The foregoing list of factors
is not exclusive. You should not place undue reliance upon any
forward-looking statements, which speak only as of the date made.
BLAC and OSR Holdings do not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in their
expectations or any change in events, conditions, or circumstances
on which any such statement is based.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Contacts
For OSR Holdings
Sung Jae Yu, Chief Operating
Officer
alex.yu@osr-holdings.com
For BLAC
Tom Shin, Senior Vice President
tom.shin@bellevuecm.com
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SOURCE Bellevue Life Sciences Acquisition Corp.