LakeShore Biopharma Co., Ltd (OTCPK: LSBCF; OTC PK: LSBWF), a global biopharmaceutical company focused on vaccines and therapeutic biologics for infectious diseases and cancer, announced that it has entered into an amended merger agreement for its going-private transaction. The amendment follows a revised proposal received on March 24, 2026, from the buyer group, which includes Oceanpine Investment Fund II LP and other investors. The revised merger consideration is set at $0.066 per share, a significant reduction from the original $0.90 per share outlined in the November 4, 2025 agreement.
Under the terms of the amended agreement, Oceanpine Merger Sub Inc. will merge with LakeShore Biopharma, with the company surviving as a wholly owned subsidiary of Oceanpine Skyline Inc. The transaction implies an equity value of approximately $2.7 million for LakeShore Biopharma. The amended per-share consideration represents a premium of about 46.7% over the closing price on March 24, 2026, the last trading day before the revised proposal was disclosed, and a 23.3% premium over the volume-weighted average closing price for the ten trading days prior to that date.
The amended merger agreement also extends the termination date to nine months from the date of the amendment and reduces the company termination fee to $50,000 and the parent termination fee to $100,000. The merger will be funded through a cash contribution from Oceanpine Capital Inc. and an equity rollover by the rollover shareholders, who collectively hold approximately 53.35% of the voting rights. These shareholders have agreed to vote in favor of the merger.
The board of directors of LakeShore Biopharma, acting on the unanimous recommendation of a special committee of independent directors, has approved the amended agreement and recommends that shareholders vote to authorize it. The special committee, advised by Kroll, LLC as financial advisor and Gibson, Dunn & Crutcher LLP as U.S. legal counsel, evaluated the revised proposal and negotiated the terms. White & Case LLP is serving as U.S. legal counsel to the buyer group.
The merger is expected to close in the third quarter of 2026, subject to customary conditions, including approval by at least two-thirds of the votes cast by shareholders. Upon completion, LakeShore Biopharma will become a privately held company, and its shares will no longer be quoted on the OTC Pink Open Market. The company will file a current report on Form 6-K with the U.S. Securities and Exchange Commission (SEC) and will mail a proxy statement to shareholders. A Schedule 13E-3 transaction statement will also be filed with the SEC. Investors are urged to read these documents when available at the SEC's website (http://www.sec.gov).
This announcement comes after the company's receipt of a revised proposal on March 24, 2026, which prompted the renegotiation. The reduced consideration reflects the buyer group's reassessment of the company's value. The impact of this transaction is significant for shareholders, who will receive a lower payout than originally anticipated, and for the broader biopharmaceutical industry, as it highlights the challenges small-cap biotech firms face in maintaining public listing and securing favorable buyout terms. The merger also underscores the role of institutional investors in taking companies private, potentially providing LakeShore Biopharma with greater flexibility to pursue its pipeline of vaccines and biologics without the pressures of public market scrutiny.
