UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13E-3
(Amendment No. 5)
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of
1934)
3SBio Inc.
(Name of the Issuer)
3SBio Inc.
Century Sunshine Limited
Decade Sunshine
Limited
Decade Sunshine Merger Sub
Jing Lou
Dan Lou
Bin Huang
Dongmei Su
CPEChina Fund, L.P.
(Names of Persons Filing Statement)
Ordinary Shares, par value US$0.0001 per share
American
Depositary Shares, each representing seven Ordinary Shares
(Title of
Class of Securities)
88575Y105
(1)
(CUSIP Number)
Note: (1) The CUSIP number applies to the issuers American
depositary shares, each of which represents seven ordinary shares. No CUSIP
number has been assigned to the ordinary shares.
3SBio Inc.
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Century Sunshine Limited
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CPEChina Fund, L.P.
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No. 3 A1, Road 10, Shenyang
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Decade Sunshine Limited
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c/o CITIC PE Advisors (Hong
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Economy & Technology
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Decade Sunshine Merger Sub
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Kong) Limited
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Development Zone
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Jing Lou
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Suite 606, 6/F.
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Shenyang 110027, Peoples
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Dan Lou
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One Pacific Place
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Republic of China
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Bin Huang
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88 Queensway
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Attention: Yanli Liu
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Dongmei Su
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Hong Kong
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Telephone: (86 24) 2581-1820
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c/o 3SBio Inc.
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Attention: Cindy Chan
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No. 3 A1, Road 10, Shenyang
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Telephone: (852) 3798-0096
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Economy & Technology
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Development Zone
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Shenyang 110027
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Peoples Republic of China
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Attention: Jing Lou
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Telephone: (86 24) 2581-1820
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With copies to:
Ling Huang, Esq.
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Peter Huang, Esq.
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Gregory Puff, Esq.
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W. Clayton Johnson, Esq.
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Skadden, Arps, Slate, Meagher &
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Akin Gump Strauss Hauer &
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Cleary Gottlieb Steen & Hamilton
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Flom LLP
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Feld LLP
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LLP
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30/F, China World Office 2,
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Unit 05-07, 36th Floor,
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Twin Towers - West 23rd Floor
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No.1, Jian Guo Men Wai Avenue,
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Edinburgh Tower, The
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12 B Jianguomenwai Avenue
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Beijing 100004 China
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Landmark
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Chaoyang District, Beijing 100022
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(86 10) 6535-5699
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15 Queen's Road Central, Hong
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Peoples Republic of China
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Kong
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(86 10) 5920-1000
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(852) 3694-3001
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2
This statement is filed in connection with (check the
appropriate box):
a
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[ ]
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The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c)
under the Securities Exchange Act of 1934.
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b
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[ ]
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The filing of a registration statement under the
Securities Act of 1933.
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c
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[ ]
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A tender offer
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d
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[X]
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None of the above
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Check the following box if the soliciting materials or
information statement referred to in checking box (a) are preliminary
copies: [ ]
Check the following box if the filing is a final amendment
reporting the results of the transaction: [ ]
Calculation of Filing Fee
Transactional Valuation*
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Amount of Filing Fee**
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$ 299,599,627.4
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$40,865.4
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* Calculated solely for the purpose of determining the filing
fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of
1934, as amended. The filing fee is calculated based on the sum of (a) the
aggregate cash payment of $2.2 per share merger consideration for 135,540,773
outstanding shares of the issuer subject to the transaction, plus (b) the
product of 133,752 ADSs issuable pursuant to the Company options multiplied by
$9.95 (which is the difference between $15.4 per ADS merger consideration and
the weighted average exercise price of $5.45 per ADS), plus (c) the product of
5,136 restricted shares and restricted share units of the issuer multiplied by
the proposed $15.4 per ADS merger consideration, as applicable ((a), (b) and (c)
together, the Transaction Valuation).
** The amount of the filing fee, calculated in accordance with
Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate
Advisory #1 for Fiscal Year 2013, was calculated by multiplying the Transaction
Valuation by 0.00013640.
[ ] Check box if any part of the fee is
offset as provided by Rule 0-11(a)(2) and identify the filing with which the
offsetting of the fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
INTRODUCTION
This Amendment No. 5 to the Rule
13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto
(this Transaction Statement), is being filed with the Securities and Exchange
Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act
of 1934, as amended (the Exchange Act), jointly by the following persons
(each, a Filing Person, and collectively, the Filing Persons): (a) 3SBio
Inc., a Cayman Islands company (the Company), the issuer of the ordinary
shares, par value US$0.0001 per share (each, a Share and collectively, the
Shares), including the Shares represented by the American depositary shares
(ADSs), each representing seven Shares, that are subject to the transaction
pursuant to Rule 13e-3 under the Exchange Act; (b) Century Sunshine Limited, a
Cayman Islands company (Holdco); (c) Decade Sunshine Limited, a Cayman Islands
company and a wholly owned subsidiary of Holdco (Parent); (d) Decade Sunshine
Merger Sub, a Cayman Islands company and a wholly owned subsidiary of Parent
(Merger Sub); (e) Dr. Jing Lou, the chairman and chief executive officer of
the Company (Dr. Lou); (f) Dan Lou, the founder and an advisor to the Company
and the father of Dr. Lou; (g) Bin Huang, the vice president and a director of
the Company; (h) Dongmei Su, the vice president, chief technology officer and a
director of the Company and (i) CPEChina Fund, L.P., a Cayman Islands exempted
limited partnership (CITIC PE). Dr. Lou, Dan Lou, Bin Huang, Dongmei Su, Ke
Li, Bo Tan, Ming Hu, Deyu Kong, Fei You, Yongfu Chen, Jiaoe Zhang, Thomas
Folinsbee, Hui Dang, Zhonghua Zhang and Qingjie Zhang are collectively referred
to herein as the Rollover Shareholders. The Rollover Shareholders and CITIC PE
are collectively referred to herein as the Consortium. The Rollover
Shareholders, together with Parent, Merger Sub and Holdco, are collectively
referred to in this Schedule 13E-3 as the Buyer Group.
On February 8, 2013, Parent,
Merger Sub and the Company entered into an agreement and plan of merger (the
merger agreement), providing for the merger of Merger Sub with and into the
Company (the merger), with the Company continuing as the surviving company
after the merger as a wholly owned subsdiary of Parent. Dr. Lou is currently the
sole beneficial owner of Holdco, Parent and Merger Sub. Upon closing of the
merger, Holdco, Parent and Merger Sub will be beneficially owned by the
Consortium.
This Amendment No. 5 is being
filed solely for the purpose of providing additional information as set forth
below under Item 15 and filing additional exhibit to the Transaction Statement.
No other changes or additions are being made to the Transaction Statement.
All information contained in this
Transaction Statement concerning each Filing Person has been supplied by such
Filing Person. No Filing Person, including the Company, is responsible for the
accuracy of any information supplied by any other Filing Person.
The filing of this Transaction
Statement shall not be construed as an admission by any Filing Person, or by any
affiliate of a Filing Person, that the Company is controlled by any other
Filing Person, or that any other Filing Person is an affiliate of the Company
within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.
Item 15 Additional Information
Item 15(c) is hereby supplemented
by adding an additional paragraph as follows:
On April 16, 2013, the Company
held discussions with certain shareholders of the Company regarding the proposed merger and,
in connection therewith, the Company prepared and provided to certain of such shareholders
an amended investor presentation regarding the proposed merger, a copy of which
is filed as Exhibit (a)-(10) to this Amendment No. 5. The Company may also
provide this investor presentation to other investors with whom the Company may
have discussions regarding the proposed merger.
1
Item 16 Exhibits
(a)-(1) Proxy Statement of the
Company dated March 25, 2013 (the Proxy Statement). ***
(a)-(2) Notice of Extraordinary
General Meeting of Shareholders of the Company, incorporated herein by reference
to the Proxy Statement.
(a)-(3) Form of Proxy Card,
incorporated herein by reference to the Proxy Statement.
(a)-(4) Form of ADS Voting
Instructions Card and Depositarys Notice of Extraordinary General Meeting of
Shareholders of the Company. ***
(a)-(5) Press Release issued by
the Company, dated September 12, 2012, incorporated herein by reference to
Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the
SEC on September 12, 2012.
(a)-(6) Press Release issued by
the Company, dated September 16, 2012, incorporated herein by reference to
Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the
SEC on September 17, 2012.
(a)-(7) Press Release issued by
the Company, dated September 28, 2012, incorporated herein by reference to
Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the
SEC on October 2, 2012.
(a)-(8) Press Release issued by
the Company, dated February 8, 2013, incorporated herein by reference to Exhibit
99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on
February 8, 2013.
(a)-(9) Investor Presentation of
the Company dated April 2013. ****
(a)-(10) Investor Presentation of
the Company dated April 16, 2013.
(b)-(1) Facility agreement, dated
as of February 8, 2013, by and among Parent, Holdco, Merger Sub and China CITIC
Bank International Limited, incorporated herein by reference to Exhibit 7.03 to
Schedule 13D filed with the SEC on February 19, 2013.
(b)-(2) Commitment Letter, dated
February 8, 2013, by CPEChina Fund, L.P. in favor of Holdco, incorporated herein
by reference to Exhibit 7.04 to Schedule 13D filed with the SEC on February 19,
2013.
(c)-(1) Opinion of Jefferies
International Limited, dated February 8, 2013, incorporated herein by reference
to Annex B to the Proxy Statement.
(c)-(2) Presentation to the
Independent Committee of the Board of Directors, dated February 8, 2013, of
Jefferies International Limited. *
(c)-(3) Preliminary Discussion
Materials for the Independent Committee, dated November 30, 2012, of Jefferies
International Limited. *
(d)-(1) Agreement and Plan of
Merger, dated as of February 8, 2013, among the Company, Parent and Merger Sub,
incorporated herein by reference to Annex A to the Proxy Statement.
2
(d)-(2) Rollover Agreement, dated
as of February 8, 2013, by and among Holdco, Parent and the Rollover
Shareholders, incorporated herein by reference to Exhibit 7.05 to Schedule 13D
filed with the SEC on February 19, 2013.
(d)-(3) Voting Agreement, dated
as of February 8, 2013, by and among the Company, Parent and the Rollover
Shareholders, incorporated herein by reference to Exhibit 7.06 to Schedule 13D
filed with the SEC on February 19, 2013.
(d)-(4) Limited Guaranty, dated
as of February 8, 2013, by Dr. Jing Lou in favor of the Company, incorporated
herein by reference to Exhibit 7.07 to Schedule 13D filed with the SEC on
February 19, 2013.
(d)-(5) Limited Guaranty, dated
as of February 8, 2013, by CPEChina Fund, L.P. in favor of the Company,
incorporated herein by reference to Exhibit 7.08 to Schedule 13D filed with the
SEC on February 19, 2013.
(d)-(6) Consortium Agreement,
dated as of September 12, 2012, by and between Dr. Jing Lou and CPEChina Fund,
L.P. **
(f)-(1) Dissenters Rights,
incorporated herein by reference to the section entitled Dissenters Rights in
the Proxy Statement.
(f)-(2) Section 238 of the Cayman
Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised),
incorporated herein by reference to Annex C to the Proxy Statement.
(g) Not applicable.
_________________
* Previously filed on March 4, 2013
** Previously filed on March 15, 2013
*** Previously filed on March 25, 2013
**** Previously filed on April 12, 2013
3
SIGNATURES
After due inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: April 17, 2013
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3SBio Inc.
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By:
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/s/
Tianruo (Robert) Pu
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Name:
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Tianruo (Robert) Pu
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Title:
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Chairman of Independent Committee
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Century Sunshine Limited
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By:
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/s/
Dr. Jing Lou
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Name:
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Dr. Jing Lou
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Title:
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Director
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Decade Sunshine Limited
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By:
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/s/
Dr. Jing Lou
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Name:
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Dr. Jing Lou
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Title:
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Director
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Decade Sunshine Merger Sub
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By:
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/s/
Dr. Jing Lou
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Name:
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Dr. Jing Lou
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Title:
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Director
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Jing Lou
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By:
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/s/
Dr. Jing Lou
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Dan Lou
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By:
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/s/
Dan Lou
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Bin Huang
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By:
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/s/
Bin Huang
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4
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Dongmei Su
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By:
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/s/
Dongmei Su
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CPEChina Fund, L.P.
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By: CITIC PE ASSOCIATES, L.P., as
general
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partner
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By: CITIC PE Funds Limited, as
general partner
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By:
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/s/
Cindy Chan
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Name:
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Cindy Chan
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Title:
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Director
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5
EXHIBIT INDEX
(a)-(1) Proxy Statement of the
Company dated March 25, 2013 (the Proxy Statement). ***
(a)-(2) Notice of Extraordinary
General Meeting of Shareholders of the Company, incorporated herein by reference
to the Proxy Statement.
(a)-(3) Form of Proxy Card,
incorporated herein by reference to the Proxy Statement.
(a)-(4) Form of ADS Voting
Instructions Card and Depositarys Notice of Extraordinary General Meeting of
Shareholders of the Company. ***
(a)-(5) Press Release issued by
the Company, dated September 12, 2012, incorporated herein by reference to
Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the
SEC on September 12, 2012.
(a)-(6) Press Release issued by
the Company, dated September 16, 2012, incorporated herein by reference to
Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the
SEC on September 17, 2012.
(a)-(7) Press Release issued by
the Company, dated September 28, 2012, incorporated herein by reference to
Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the
SEC on October 2, 2012.
(a)-(8) Press Release issued by
the Company, dated February 8, 2013, incorporated herein by reference to Exhibit
99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on
February 8, 2013.
(a)-(9) Investor Presentation of
the Company dated April 2013. ****
(a)-(10) Investor Presentation of
the Company dated April 16, 2013.
(b)-(1) Facility agreement, dated
as of February 8, 2013, by and among Parent, Holdco, Merger Sub and China CITIC
Bank International Limited, incorporated herein by reference to Exhibit 7.03 to
Schedule 13D filed with the SEC on February 19, 2013.
(b)-(2) Commitment Letter, dated
February 8, 2013, by CPEChina Fund, L.P. in favor of Holdco, incorporated herein
by reference to Exhibit 7.04 to Schedule 13D filed with the SEC on February 19,
2013.
(c)-(1) Opinion of Jefferies
International Limited, dated February 8, 2013, incorporated herein by reference
to Annex B to the Proxy Statement.
(c)-(2) Presentation to the
Independent Committee of the Board of Directors, dated February 8, 2013, of
Jefferies International Limited. *
(c)-(3) Preliminary Discussion
Materials for the Independent Committee, dated November 30, 2012, of Jefferies
International Limited. *
(d)-(1) Agreement and Plan of
Merger, dated as of February 8, 2013, among the Company, Parent and Merger Sub,
incorporated herein by reference to Annex A to the Proxy Statement.
6
(d)-(2) Rollover Agreement, dated
as of February 8, 2013, by and among Holdco, Parent and the Rollover
Shareholders, incorporated herein by reference to Exhibit 7.05 to Schedule 13D
filed with the SEC on February 19, 2013.
(d)-(3) Voting Agreement, dated
as of February 8, 2013, by and among the Company, Parent and the Rollover
Shareholders, incorporated herein by reference to Exhibit 7.06 to Schedule 13D
filed with the SEC on February 19, 2013.
(d)-(4) Limited Guaranty, dated
as of February 8, 2013, by Dr. Jing Lou in favor of the Company, incorporated
herein by reference to Exhibit 7.07 to Schedule 13D filed with the SEC on
February 19, 2013.
(d)-(5) Limited Guaranty, dated
as of February 8, 2013, by CPEChina Fund, L.P. in favor of the Company,
incorporated herein by reference to Exhibit 7.08 to Schedule 13D filed with the
SEC on February 19, 2013.
(d)-(6) Consortium Agreement,
dated as of September 12, 2012, by and between Dr. Jing Lou and CPEChina Fund,
L.P. **
(f)-(1) Dissenters Rights,
incorporated herein by reference to the section entitled Dissenters Rights in
the Proxy Statement.
(f)-(2) Section 238 of the Cayman
Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised),
incorporated herein by reference to Annex C to the Proxy Statement.
(g) Not applicable.
_________________
* Previously filed on March 4, 2013
** Previously filed on March 15, 2013
*** Previously filed on March 25, 2013
**** Previously filed on April 12, 2013
7
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