LakeShore Biopharma Amends Merger Agreement for Going-Private Transaction, Reducing Per-Share Consideration to $0.066

LakeShore Biopharma Co., Ltd (OTCPK: LSBCF; OTCPK: LSBWF), a global biopharmaceutical company focused on vaccines and therapeutic biologics, announced today that it has entered into an amended merger agreement with Oceanpine Skyline Inc. and its subsidiary, Oceanpine Merger Sub Inc., to take the company private. The amendment follows a revised proposal received on March 24, 2026, reducing the merger consideration from US$0.90 per share to US$0.066 per share, implying an equity value of approximately US$2.7 million.

The amended agreement, known as Amendment No. 1 to Agreement and Plan of Merger, modifies the original agreement dated November 4, 2025. Under the terms, Merger Sub will merge with LakeShore Biopharma, with the company surviving as a wholly owned subsidiary of Parent, owned by a group of rollover shareholders including Oceanpine Investment Fund II LP, Oceanpine Capital Inc., and others. The per-share consideration of US$0.066 represents a premium of approximately 46.7% over the closing price on March 24, 2026, and a 23.3% premium over the volume-weighted average closing price for the prior 10 trading days.

The amended agreement also extends the termination date to nine months from the date of the amendment and reduces the company termination fee to US$50,000 and the parent termination fee to US$100,000. The merger will be funded through a cash contribution from Oceanpine Capital Inc. and equity rollover by the rollover shareholders, who hold approximately 53.35% of the voting rights and have agreed to vote in favor of the transaction.

The company's board of directors, acting on the unanimous recommendation of a special committee of independent directors, approved the amended agreement and recommends that shareholders authorize it. The merger is expected to close during the third quarter of 2026, subject to customary conditions, including approval by at least two-thirds of 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.

Kroll, LLC served as financial advisor to the special committee, with Gibson, Dunn & Crutcher LLP as U.S. legal counsel and Maples and Calder (Hong Kong) LLP as Cayman Islands legal counsel. White & Case LLP is serving as U.S. legal counsel to the buyer group. The company will file a current report on Form 6-K with the SEC, including the amended merger agreement, and will mail a proxy statement to shareholders. A Schedule 13E-3 Transaction Statement will also be filed with the SEC. Shareholders are urged to read these documents carefully when available at the SEC's website (http://www.sec.gov).

This announcement is not a solicitation of proxy or an offer to sell securities. LakeShore Biopharma, previously known as YS Biopharma, focuses on discovering and delivering vaccines and therapeutic biologics using its proprietary PIKA immunomodulating technology platform. The company operates in China, Singapore, and the Philippines. For more information, visit https://investors.lakeshorebio.com/.