The reverse merger transaction involved a stock exchange with the stockholders of Logic Express Limited, a British Virgin Islands company ("Logic Express"), the 82.76% owner of Shandong Biologic. Upon closing of the exchange transaction , Logic Express became a wholly-owned subsidiary of GRC and the former shareholders of Logic Express acquired approximately 96% of GRC's issued and outstanding common stock immediately prior to the financing transaction described below.
In connection with the change in ownership of GRC, Ms. Katherine Loh, Ms. Lin Ling Li and Ms. Siu Ling Chan were appointed to the Board of Directors of GRC, Mr. Michael Li was appointed as its Chief Executive Officer and Mr. Peter Yeung was appointed as its Chief Financial Officer.
Immediately following the exchange transaction, a private placement of shares of common stock closed involving the issuance by GRC of 2,200,000 shares of its common stock at a purchase price of $1.895 per share and warrants to purchase 1,070,000 shares of common stock at an exercise price of $2.8425 per share. In addition, two of the controlling shareholders, Siu Ling Chan and Lin Ling Li (the "Selling Shareholders"), sold an aggregate of 2,080,000 shares of GRC common stock at a price of $1.895 per share to the investors including Pinnacle China Fund, L.P., who acted as lead investor in the private placement. Lane Capital Markets acted as exclusive placement agent and financial advisor and received warrants to purchase 214,000 shares of common stock at an exercise price of $2.8425 per share. As a result of the forgoing transactions, the investors collectively hold approximately 20% of GRC's issued and outstanding common stock immediately after the completion of the private placement but before the exercise of the warrants.
Gross proceeds from the investors amounted to approximately $8.1 million. Part of the proceeds to GRC will be used to meet a $3.3 million capital contribution requirement that Logic Express has in Shandong Biologic. The proceeds being received by the Selling Shareholders will be placed into escrow until registration of the capital contribution with the PRC authorities is complete and, upon release, will be used primarily to repay indebtedness owed to Shandong Biologic. In the event such registration is not completed by July 31, 2006, the proceeds will be refunded to the investors and the shares purchased returned to the Selling Shareholders.
As part of the private placement transaction, the Selling Shareholders have placed an aggregate of 4,280,000 shares of common stock into escrow. If the audited consolidated financial statements of GRC do not reflect at least $4,819,500 of after-tax net income or $5,823,465 of after-tax net income before minority interest for the fiscal year ending December 31, 2006, one-half of the escrow shares will be distributed on a pro rata basis to the investors. If the audited consolidated financial statements of GRC do not reflect at least $8,302,000 of after-tax net income or $10,031,416 of after-tax net income before minority interest for the fiscal year ending December 31, 2007, the second-half of the escrow shares will be distributed on a pro rata basis to the investors. If GRC has met the applicable threshold, the appropriate number of escrow shares shall be returned to the Selling Shareholders. GRC estimates the 2006 and 2007 revenues, on a consolidated basis, to be approximately $22 million and $36 million, respectively. The Company emphasizes that the foregoing revenue estimates constitute forward-looking statements, and actual results may be materially different from those expressed herein.
About Logic Express and Shandong Biologic
Logic Express Limited is the holding company of an 82.76% interest in Shandong Biologic. Shandong Biologic is sino-foreign joint venture company in China and is a biopharmaceutical company principally engaged in the research, production and manufacturing of plasma-based pharmaceutical products in China. Shandong Biologic's principal products include human albumin and various types of immunoglobulin. Shandong Biologic is headquartered in Shandong Province, China.
THIS PRESS RELEASE CONTAINS CERTAIN STATEMENTS THAT MAY INCLUDE ''FORWARD LOOKING STATEMENTS'' WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ALL STATEMENTS, OTHER THAN STATEMENTS OF HISTORICAL FACT INCLUDED HEREIN ARE "FORWARD-LOOKING STATEMENTS" INCLUDING STATEMENTS REGARDING GRC, LOGIC EXPRESS AND THEIR SUBSIDIARY COMPANIES' BUSINESS STRATEGY, PLANS AND OBJECTIVE AND STATEMENTS OF NON-HISTORICAL INFORMATION. THESE FORWARD LOOKING STATEMENTS ARE OFTEN IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES," "EXPECTS", "TARGETS" OR SIMILAR EXPRESSIONS, INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES. GRC'S CONSOLIDATED REVENUE AND NET INCOME FOR 2006 AND 2007 COULD CHANGE MATERIALLY FROM EXPECTATIONS AND NEITHER THE COMPANY NOR ITS MANAGEMENT IS UNDER ANY OBLIGATION TO ADJUST THIS EXPECTATION.
THE EXPECTATIONS REFLECTED IN THESE FORWARD-LOOKING STATEMENTS DO INVOLVE ASSUMPTIONS, RISKS AND UNCERTAINTIES, AND THESE EXPECTATIONS MAY PROVE TO BE INCORRECT. YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE OF THIS PRESS RELEASE. GRC AND LOGIC EXPRESS' INDIVIDUAL OR CONSOLIDATED ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF A VARIETY OF FACTORS AND RISKS, INCLUDING THOSE DISCUSSED IN GRC'S PERIODIC REPORTS THAT ARE FILED WITH AND AVAILABLE FROM THE SECURITIES AND EXCHANGE COMMISSION. ALL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO GRC AND LOGIC EXPRESS OR PERSONS ACTING ON THEIR BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THESE FACTORS. OTHER THAN AS REQUIRED UNDER THE SECURITIES LAWS, GRC AND LOGIC EXPRESS DO NOT ASSUME A DUTY TO UPDATE THESE FORWARD-LOOKING STATEMENTS.