Full Press Release Details
Bellevue Life Sciences Acquisition Corp. Announces
Approval of Business Combination Proposal
And Name Change to OSR Holdings, Inc.
February 13, 2025 - Bellevue Life Sciences
Acquisition Corp. ("BLAC") announced today the approval of each of the proposals presented at the special meeting of its stockholders
(the "Special Meeting") held today, including the proposal for the business combination with OSR Holdings Co., Ltd. (the "Transaction").
BLAC expects the Transaction to close following receipt of foreign investment approval from the Industrial Bank of Korea, which is expected
on February 14, 2025.
Following the Special Meeting, BLAC filed its Amended
and Restated Certificate of Incorporation as approved by the stockholders with the Delaware Secretary of State and has changed its name
to OSR Holdings, Inc. ("OSR Holdings"). Assuming the closing of the Transaction occurs on February 14, 2025, the common stock
and warrants of OSR Holdings will begin trading on the Nasdaq Stock Market LLC on February 18, 2025 under the ticker symbols "OSRH"
and "OSRHW," respectively. In connection with the Special Meeting, 57,821 shares of BLAC Common Stock were tendered for redemption.
Following the Transaction, OSR Holdings will own approximately
67% of the outstanding stock of OSR Holdings Co., Ltd. ("OSR") and OSR stockholders holding an additional 22% of the outstanding
OSR shares have entered into agreements with OSR Holdings providing for the acquisition by OSR Holdings of such shares via put/call provisions
Kuk Hyoun Hwang, President and CEO of OSR Holdings,
expressed enthusiasm about the Transaction, stating, "The closing will mark a significant achievement and step forward while remaining
true to our foundational business strategy as a global Hub-and-Spoke group of healthcare companies. We are excited about the opportunities
this will create for OSR Holdings by leveraging momentum from the completion of the business combination to help advance and grow our
subsidiaries and overall drug pipelines."
"This achievement is a testament to the dedication
of our team and their belief in the strength of our vision. We look forward to executing on our corporate strategy to create long-term
value to our subsidiary founders, shareholders and investors, and our employees," said Sang Hoon Kim, CEO of OSR.
Upon the closing of the Transaction, OSR Holdings
will continue its business operations in the US, Europe and South Korea. The company's current portfolio of subsidiaries includes a Phase
2 clinical stage company developing immunotherapies for oncology indications, an early clinical stage company developing disease modifying therapies
aimed to address several age-related and other degenerative diseases, and a medical device distributions company.
About OSR Holdings, Inc.
OSR Holdings (formerly Bellevue Life Sciences Acquisition
Corp.) was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses.
About OSR Holdings Co., Ltd.
OSR is a global healthcare company dedicated to advancing
healthcare outcomes and improving the quality of life for people and their families. OSR aims to build and develop a robust portfolio
of innovative and potentially transformative therapies and healthcare solutions. Its current operating businesses (through three wholly-owned subsidiaries)
include (i) developing oral immunotherapies for the treatment of cancer, (ii) developing design-augmented biologics for
age-related and other degenerative diseases and (iii) neurovascular intervention medical device and systems distribution in
Korea. OSR's vision is to acquire and operate a portfolio of innovative health-care related companies globally.
Forward Looking Statements
This communication includes "forward-looking
statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "goal," "plan,"
"project," "forecast," "intend," "will," "expect," "anticipate,"
"believe," "seek," "target," "continue," "could," "may," "might,"
"possible," "potential," "predict" or other similar expressions that predict or indicate future events
or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements
regarding expectations and timing related to the execution of OSR's mission to build and develop a robust portfolio of innovative
and potentially transformative therapies and healthcare solutions. These forward-looking statements are based on information available
to us as of the date of this communication and represent management's current views and assumptions. Forward-looking statements
are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors, which
may be beyond our control.
These statements are based on various assumptions,
whether or not identified in this communication, and on the current expectations of OSR Holdings' and OSR's management and
are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended
to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events
and circumstances are beyond the control of OSR Holdings and OSR. These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions about OSR that may cause our actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.
Such risks and uncertainties, include risks related to the receipt of regulatory approval necessary for closing of the Transaction, OSR's
ability to execute on its strategy; regulatory uncertainties; the potential need for financing to sustain OSR Holdings; market, financial,
political and legal conditions; the effects of competition; changes in applicable laws or regulations; and the outcome of any government
and regulatory proceedings, investigations and inquiries. If any of these risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by the forward-looking statements. There may be additional risks that we do not
presently know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements reflect our expectations, plans or forecasts of future events and
views as of the date of this communication. We anticipate that subsequent events and developments will cause our assessments to change.
However, while we may elect to update these forward-looking statements at some point in the future, OSR Holdings and OSR specifically
disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing OSR Holdings' and OSR's
assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking
statements. Additional information concerning certain of these risk factors is contained in BLAC's most recent filings with the
U.S. Securities and Exchange Commission, including under the section entitled "Risk Factors" in the prospectus filed on January
31, 2025 by BLAC and other documents filed by BLAC, or to be filed by OSR Holdings, with the SEC.
OSR Holdings Co., Ltd.