LakeShore Biopharma Co., Ltd. (OTCPK: LSBCF; OTCPK: LSBWF) announced today that it has entered into Amendment No. 1 to the Agreement and Plan of Merger with Oceanpine Skyline Inc. and its subsidiary, Oceanpine Merger Sub Inc., reducing the merger consideration from $0.90 per share to $0.066 per share. The amended agreement, which follows a revised proposal from the buyer group received on March 24, 2026, implies an equity value for the company of approximately $2.7 million.
The transaction is expected to close during the third quarter of 2026, subject to customary conditions including shareholder approval. Under the terms, Merger Sub will merge with and into LakeShore Biopharma, which will survive as a wholly owned subsidiary of Parent. The company's shares will no longer be quoted on the OTC Pink Open Market once the merger is completed.
The amended per-share consideration represents a premium of approximately 46.7% to the closing price on March 24, 2026, the last trading day before the revised proposal was announced, and a premium of about 23.3% to the volume-weighted average closing price over the prior 10 trading days. The buyer group, including Oceanpine Investment Fund II LP, Oceanpine Capital Inc., Crystal Peak Investment Inc., and others, will fund the merger through a cash contribution and equity rollover by Rollover Shareholders holding approximately 53.35% of the voting rights. These shareholders have agreed to vote in favor of the merger.
The board of directors, acting on the unanimous recommendation of a Special Committee of independent directors, approved the amended agreement. The Special Committee, advised by Kroll, LLC and legal counsel Gibson, Dunn & Crutcher LLP, evaluated the revised proposal and negotiated the terms. The termination date has been extended to nine months from the date of the amended agreement, and termination fees have been reduced to $50,000 for the company and $100,000 for Parent.
The merger is a critical step for LakeShore Biopharma, a global biopharmaceutical company focused on vaccines and therapeutics for infectious diseases and cancer, as it transitions to a private entity. The reduced valuation may impact shareholders, who will receive significantly less than the original offer. The company will file a Schedule 13E-3 Transaction Statement and proxy statement with the U.S. Securities and Exchange Commission (SEC), which will be available at http://www.sec.gov. Investors and shareholders are urged to read these documents carefully for details on the merger and related matters.
This announcement highlights the volatility in the biotech sector and the challenges facing smaller firms in public markets. The going-private transaction could provide LakeShore Biopharma with greater flexibility to execute its long-term strategy, including its proprietary PIKA® immunomodulating technology platform targeting Rabies, Hepatitis B, Influenza, and other viruses. However, the sharp reduction in consideration raises questions about the company's valuation and the dynamics of the deal.
