*
Calculated solely for purposes of determining the filing fee. The
calculation of the transaction valuation assumes that all 8,370,298 warrants to
purchase shares of common stock of China Biopharmaceuticals Holdings, Inc. held
by certain holders that are eligible to participate in this exchange offer will
be accepted for exchange by the offer. These warrants have an aggregate
book value of $10,462,873. The actual transaction value will be based on the
number of warrants tendered, if any, which may result in a lower aggregate
amount.
**The
amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 5
for fiscal year 2009, equals $55.80 per million dollars of the transaction
value.
x Check the
box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
x Check the
box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
x third-party
tender offer subject to Rule 14d-1.
o issuer tender
offer subject to Rule 13e-4.
o going-private
transaction subject to Rule 13e-3.
o amendment to
Schedule 13D under Rule 13d-2.
Check the
following box if the filing is a final amendment reporting the results of the
tender offer: o
Item
1.
Summary Term Sheet.
The
information set forth in the Registration Statement on Form S-4, filed as
Exhibit (a)(1) hereto (the “Offering Document”), under the “Summary
Term Sheet” section, is incorporated herein by reference.
Item
2.
Subject Company Information.
(a) Name and Address. The
name of the subject company (or issuer) is China Biopharmaceuticals Holdings,
Inc., a Delaware corporation (the “Company”). The Company’s principal
executive office is located No. 859, Pan Xu Road, Suzhou, Jiangsu Province,
China 215000 and the telephone number of its principal executive office is (86)
512 6855 0568.
(b)
Securities. The
information set forth in the Offering Document under the “Description of
Existing CBH Warrants” section is incorporated herein by reference.
(c)
Trading Market and
Price. The information set forth in the Offering Document under the
“Description of Existing CBH Warrants” section is incorporated herein by
reference.
Item
3.
Identity and Background of Filing Person.
(a) Name and Address.
NeoStem, Inc. is both the filing person and offeror in the Exchange
Offer. The Company’s principal executive office is located at 420
Lexington Avenue, Suite 450, New York, New York10170 and the telephone number
of its principal executive office is (212) 584-4171. The address and
phone number for each of NeoStem's officers and directors is
c/o NeoStem, Inc., 420 Lexington Avenue, Suite 450, New York, NewYork10170, (212)-584-4171. The information set forth in the Offering
Document under the "NeoStem's Directors and Officers" section is incorporated
herein by reference.
(b) Business and Background of
Entities. The information set
forth in the Offering Document under the "Business of NeoStem" section is
incorporated herein by reference.
(c) Business and Background of Natural
Persons. The information set forth in the Offering Document
under the "NeoStem's Directors and Officers" section is incorporated herein by
reference.
Item
4. Terms
of the Transaction.
(a) Material Terms. The
information set forth in the Offering Document under the “Summary Term Sheet”
section, the “Risk Factors” section and the "Terms of the Exchange Offer"
section is incorporated herein by reference.
Item
5.
Past Contracts, Transactions, Negotiations and Agreements.
(a) Transactions. The information
set forth in the Offering Document under the "Interests of Certain Persons in
the Merger" section is incorporated herein by reference.
(b) Significant Corporate
Events. The information set forth in the Offering Document
under the "Purpose of the Exchange Offer" section is incorporated herein by
reference.
Item
6.
Purposes of the Transaction and Plans or Proposals.
(a) Purposes. The
information set forth in the Offering Document under the “Purpose of the
Exchange Offer” section is incorporated herein by reference.
(b) Use of Securities
Acquired. The securities acquired in the Exchange Offer shall be
canceled.
(c) Plans. The information
set forth in the Offering Document under the “Purpose of the Exchange Offer”
section is incorporated herein by reference.
Item
7. Source
and Amount of Funds or Other Consideration.
(a) Source of Funds. The
information set forth in the Offering Document under the “Source and Amount of
Consideration” section is incorporated herein by reference.
(b)
Conditions. Not
applicable.
(d) Borrowed Funds. Not
applicable.
1
Item
8. Interest
in Securities of the Subject Company.
(a) Securities Ownership.
The information set forth in the Offering Document under the “Interests in
Securities of CBH" section is incorporated herein by reference.
(b)
Securities
Transactions. Not applicable.
Item
9.
Persons/Assets, Retained, Employed, Compensated or Used.
(a)
Solicitations or
Recommendations. NeoStem has not directly or indirectly employed,
retained or compensated any person to make solicitations or recommendations in
connection with the tender offer.
Item
10. Financial
Statements.
(a)
Financial
Information. NeoStem incorporates by reference the consolidated
financial statements of NeoStem set forth under "Consolidated Financial
Statements of NeoStem, Inc." of the Offering Document.
(b)
Pro Forma
Information. NeoStem incorporates by reference the pro forma
financial information of the combined company set forth under "Unaudited
ProForma Financial Information of NeoStem, Inc." of the Offering
Document.
Item
11. Additional
Information.
(a)
Agreements, Regulatory
Requirements and Legal Proceedings. The information set forth in
the Offering Document under the “Legal Matters; Regulatory Approvals” section is
incorporated herein by reference.
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
