LakeShore Biopharma Co., Ltd ("LakeShore Biopharma" or the "Company") (OTCPK: LSBCF; OTCPK: LSBWF), a global biopharmaceutical company dedicated to discovering, developing, manufacturing, and delivering new generations of vaccines and therapeutic biologics for infectious diseases and cancer, announced that it has entered into an Agreement and Plan of Merger (the "Merger Agreement") with Oceanpine Skyline Inc. ("Parent") and Oceanpine Merger Sub Inc. ("Merger Sub"), a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent (the "Merger"), in a transaction implying an equity value of the Company of approximately US$37 million.

At the effective time of the Merger (the "Effective Time"), each ordinary share of the Company (each, a "Share") issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares and the Dissenting Shares (each as defined in the Merger Agreement), will be cancelled in exchange for the right to receive US$0.90 in cash per Share without interest.

The merger consideration represents a premium of approximately 15.4% to the closing price of the Shares on August 15, 2025, the last trading day prior to the Company's receipt of the preliminary non-binding proposal from Oceanpine Investment Fund II LP and Oceanpine Capital Inc. on August 18, 2025, and a premium of approximately 16.6% to the average closing price of the Shares during the last 15 trading days prior to and including August 15, 2025.

Certain shareholders of the Company, including Oceanpine Investment Fund II LP, Oceanpine Capital Inc., Crystal Peak Investment Inc., Adjuvant Global Health Technology Fund, L.P., Adjuvant Global Health Technology Fund DE, L.P., Superstring Capital Master Fund LP, MSA Growth Fund II, L.P., and Epiphron Capital (Hong Kong) Limited (collectively, the "Rollover Shareholders," and together with Parent and Merger Sub, the "Buyer Group") have entered into a rollover and support agreement ("Support Agreement") pursuant to which all of the Rollover Shareholders have irrevocably agreed to cancel the Shares they hold prior to the Effective Time for no consideration in exchange for newly issued shares of Parent.

The Merger will be funded through a combination of (i) cash contribution from Oceanpine Capital Inc. pursuant to an equity commitment letter, and (ii) equity rollover by the Rollover Shareholders of Shares held in the Company pursuant to the Support Agreement.

The board of directors of the Company (the "Board"), acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the "Special Committee"), approved the Merger Agreement and the Merger, and resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.

The Merger is currently expected to close during the first quarter of 2026 and is subject to customary closing conditions, including the authorization and approval of the Merger Agreement by no less than two-thirds of the votes cast by holders of Shares as being entitled to do so at a general meeting of the Company's shareholders. Each Rollover Shareholder has agreed to vote, or cause to be voted, all Shares held directly or indirectly by them, which represent approximately 53.35% of the voting rights attached to the issued and outstanding Shares, in favor of the authorization and approval of the Merger Agreement and the consummation of the Merger. If completed, the Merger will result in the Company becoming a privately held company, and its Shares will no longer be quoted on the OTC Pink Open Market.

Kroll, LLC is serving as the financial advisor to the Special Committee. Gibson, Dunn & Crutcher LLP is serving as U.S. legal counsel to the Special Committee. Maples and Calder (Hong Kong) LLP is serving as Cayman Islands legal counsel to the Special Committee.

White & Case LLP is serving as U.S. legal counsel to the Buyer Group.