OrbiMed Advisors Announces Institutional Shareholder Services Recommendation that 3SBio Shareholders Vote AGAINST Management ...
15 April 2013 - 6:12PM
Business Wire
OrbiMed Advisors LLC (“OrbiMed”) today announced that
Institutional Shareholder Services (“ISS”), a leading provider of
proxy research and corporate governance services to institutional
shareholders, has recommended that shareholders of 3SBio (NASDAQ:
SSRX) vote AGAINST the company’s $15.40 per ADS going-private
acquisition by a consortium of buyers that includes the company’s
Chairman and CEO and other senior executives.
In its report, ISS casts doubt on management’s reliance, in
part, on its financial advisor’s earnings-based valuations because
they were based on earnings estimates provided by management that
are considerably below Wall Street consensus estimates. ISS said,
“Shareholders should note that in its analysis, Jefferies used the
internal estimates provided by company management, which, in this
case, may be inherently motivated to downplay the earnings
projections.”
The report further questions management’s commitment to a
transaction with a single private equity firm. ISS said, “Further,
the exclusivity agreement between Dr. Lou and CITIC PE may have
limited the company’s ability to attract a better offer, and there
is no compelling evidence that 3SBio cannot continue to thrive as a
stand-alone company.”
In response to this latest proxy voting recommendation, OrbiMed
said, “Two leading global proxy advisory firms, ISS and Glass,
Lewis & Co., have now had a chance to review the 3SBio
going-private transaction and, not surprisingly, when considering
all the facts, they have reached the same conclusion as we have,
that a flawed buyout process and inherent conflicts have resulted
in a management-sponsored going-private transaction at an
inadequate price that does not serve the interest of all
shareholders.” OrbiMed, a 9.4% holder of 3SBio shares, reiterated
its intention to vote against the proposals at the company’s April
25 Extraordinary General Meeting.
About OrbiMed
OrbiMed Advisors LLC is a leading investment firm dedicated
exclusively to the healthcare sector, with approximately $7 billion
in assets under management. OrbiMed invests globally across the
spectrum of healthcare companies, from venture capital start-ups to
large multinational companies. OrbiMed’s team of over 60
professionals manages a series of private equity funds, hedge
funds, royalty funds and other investment vehicles.
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