SHENZHEN, China, Aug. 4, 2011 /PRNewswire-Asia/ — Global Pharm
Holdings Group, Inc. (OTCBB:GPHG) (“Global Pharm” or the
“Company”), a China-based growing vertically integrated
pharmaceutical company engaged in pharmaceutical-related products
distribution, and Traditional Chinese Medicine (“TCM”) herbs
cultivation and processing business through its subsidiaries in
Anhui, Jilin and Shandong provinces, today announced that, on
August 1, 2011, the Company entered into a Share Purchase Agreement
(the “Acquisition Agreement”) with each of eight shareholders (each
a “Seller” and collectively the “Sellers”) and completed the
acquisition. Pursuant to the Acquisition Agreement, the Sellers
agreed to sell and the Company agreed to purchase the aggregate of
50,000 ordinary shares (“Sale Shares”) in Pacific Asia Pharm
Investment Group Co., Limited, a company incorporated and existing
under the laws of the British Virgin Islands (“Pacific Asia
Pharm”), representing the entire issued share capital of Pacific
Asia Pharm. The consideration for the Sale Shares is US$42,000,000,
to be paid in full by Global Pharm by issuing the Consideration
Shares (as defined under the Acquisition Agreement) to the Sellers
within 90 days after the Closing Date (as defined under the
Acquisition Agreement). The number of the Consideration Shares to
be issued to the Sellers shall be equal to US$42,000,000 divided by
the fair market value of Global Pharm’s issued and outstanding
common stock as at the Closing Date, as determined by a third-party
valuer selected by Global Pharm at its discretion. With the
completion of this acquisition, Pacific Asia Pharm becomes a wholly
owned subsidiary of the Company.
On the date of the Acquisition Agreement, Global Pharm and the
Sellers also entered into a Share Pledge Agreement pursuant to
which the Sellers pledge 10% of the Consideration Shares to Global
Pharm to secure the Sellers’ covenants and undertakings in relation
to Pacific Asia Pharm’s financial
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