TAIZHOU, China, February 11, 2021，China SXT Pharmaceuticals, Inc. (NASDAQ: SXTC) ("China SXT" or the "Company") announced today that it has entered into a non-binding letter of intent with Jiangsu Renji Pharmaceutical Chain Co., Ltd. (“Renji Chain”).
Pursuant to the terms of the LOI, the Company will acquire 70% of the equity interest of Renji Chain in exchange for cash and the Company’s common shares. The parties will negotiate and agree on the final amount upon completion of Renji Chain’s audit. As the transaction proceeds, the Company will publicly disclose required information either through press releases or SEC filings, as appropriate.
Mr. Feng Zhou, Chief Executive Officer and Director of China SXT, commented, “Renji Chain is a pharmaceutical retail chain with national online drug sales license and also the biggest retail chain integrating pharmaceutical marketing and service in Taizhou. Its market share has ranked first in the pharmaceutical retail industry in Taizhou for five consecutive years.
Mr. Wei Zhang, Director and Chief Executive Officer of RenJi Chian, commented, “China SXT is a specialty pharmaceutical company focusing on the research, development, manufacturing, marketing, and sales of Traditional Chinese Medicine Pieces ("TCMPs"). It has rich experience in TCMPs operation. If the acquisition is completed, we will be able to integrate the traditional brand of Suxuantang with the new retail mode of Renji Chain. We will complement each other in strategic investment, research and development, brand promotion and marketing, as well as leveraging the advantages of both sides, to fuel the sales growth.”
The offline stores of Renji Chain are managed according to the GSP standard. The technical team includes 120 licensed pharmacists and doctors. Since 2015, Renji Chain has established its online flagship stores in Alibaba Tmall, Jingdong health and other online platforms.Renji Chain currently has about 220,000 online registered members, with its online business covers most parts of China and is divided into the 3 different models:
1）B2B Model with its flagship stores in Tmall and Pinduoduo, in which there are a steady growth of active customers;
2）O2O Model with 25 online stores in Meituan and Eleme, covering most parts of Taizhou City for meeting the medical needs its residences;
3）Self-operated app stores with SKU covering a wide range of products, including medical drugs, health care products, food, equipment, cosmetics, daily necessities, sports protective equipment and other commodities.
Upon completion of the acquisition, we believe our combined platform will provide sustained growth for both online and offline sales.
Completion of the transaction is subject to due diligence investigations by the relevant parties, the negotiation and execution of a definitive equity transfer agreement, satisfaction of the conditions negotiated therein including the approval of the Company's Board of Directors, approval by Renji Chain shareholders, completion of audit of Renji Chain by PCAOB certified auditors, and the satisfaction of other customary closing conditions. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated. Further, readers are cautioned that those portions of the LOI that describe the proposed transaction, including the consideration to be issued therein, are non-binding.
About China SXT Pharmaceuticals, Inc.
Founded in 2005 and headquartered in Taizhou City, Jiangsu Province, China, China SXT Pharmaceuticals, Inc. is an innovative pharmaceutical company focusing on the research, development, manufacture, marketing and sales of traditional Chinese medicine pieces, which is a type of Traditional Chinese Medicine that has been processed to be ready for use. For more information, please visit www.sxtchina.com.
Certain statements made herein are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include timing of the proposed transaction; the business plans, objectives, expectations and intentions of the parties once the transaction is completed, and the Company's estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results may differ materially from our expectations or projections. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to the terms of the LOI not hereafter being memorialized in a definitive agreement; the outcome of any legal proceedings that have been, or will be, instituted against the Company or other parties to the LOI following announcement of the LOI and transactions contemplated therein; the inability to complete the transactions contemplated by the LOI due to the failure to obtain required approval or other closing conditions; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the announcement of the LOI and consummation of the transaction described therein; costs related to the proposed acquisition; changes in applicable laws or regulations; the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined company to grow and manage growth profitability, maintain relationships with customers and retain its key employees; the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission (the "SEC") by the Company.
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