SHENYANG, China, April 24,
2013 /PRNewswire/ -- 3SBio Inc. (NASDAQ: SSRX) ("3SBio" or
the "Company"), a leading China-based biotechnology company focused on
researching, developing, manufacturing and marketing
biopharmaceutical products, today announced that it has entered
into an amendment (the "Amendment") to its previously announced
agreement and plan of merger dated as of February 8, 2013, by and among Decade Sunshine
Limited ("Parent"), Decade Sunshine Merger Sub ("Merger Sub") and
the Company (the "Merger Agreement", and the Merger Agreement as so
amended, the "Amended Merger Agreement"), pursuant to which Merger
Sub will be merged with and into the Company, with the Company
surviving the merger as a wholly-owned subsidiary of Parent (the
"Merger"). The Amendment follows the revised "going private"
proposal from Dr. Jing Lou, the
Company's chairman and chief executive officer ("Dr. Lou"), and
CPEChina Fund, L.P., a China-focused private equity fund associated
with CITIC Private Equity Funds Management Co. Ltd. ("CITIC PE",
and together with Dr. Lou, the "Buyer Consortium") to increase the
merger consideration under the Merger Agreement that was received
and announced by the Company on April
22, 2013. If completed, the Merger would result in the
Company becoming a privately-held company and its American
Depository Shares ("ADSs") would no longer be listed on the NASDAQ
Global Market ("NASDAQ").
Pursuant to the Amendment, the merger consideration payable to
holders of ordinary shares, par value $0.0001 per share, of the Company (the "Shares"),
and holders of ADSs, under the Merger Agreement is increased from
$2.20 per Share, or $15.40 per ADS, to $2.3857 per Share, or $16.70 per ADS. The increase in the merger
consideration represents an approximately 8.4% premium to the
original merger consideration under the Merger Agreement, 9.9%
premium to the closing price of the ADSs on April 19, 2013, the last trading day prior to the
Company's announcement on April 22,
2013 that it had received the revised "going private"
proposal from the Buyer Consortium , and 44.1% premium to the
closing price of the ADSs on September 11,
2012, the last trading day prior to the Company's
announcement on September 12, 2012
that it had received the original "going private" proposal from the
Buyer Consortium.
Parent intends to finance the increase in the merger
consideration through a combination of additional convertible note
financing from CITIC PE and additional cash in the Company.
The Company's Board of Directors, acting upon the unanimous
recommendation of the independent committee formed by the Board of
Directors to consider the Merger (the "Independent Committee"), has
approved the Amended Merger Agreement and the transactions
contemplated thereby, including the Merger, and resolved to
recommend that shareholders and ADS holders of the Company vote to
approve and adopt the Amended Merger Agreement and the transactions
contemplated thereby, including the Merger. The Independent
Committee, which is composed solely of independent directors
unrelated to Parent, Merger Sub or any of the management members of
the Company, negotiated the terms of the Amended Merger Agreement
with the assistance of its legal and financial advisors.
As previously announced, the extraordinary general meeting of
the Company's shareholders to consider the approval and adoption of
the Merger Agreement and the Merger that was previously called and
scheduled for April 25, 2013, will be
adjourned and reconvened at a later date to be announced in order
to allow additional time for the Company to provide updated
information to its shareholders regarding the Amended Merger
Agreement. The Company expects to file with the Securities
and Exchange Commission (the "SEC") and send to shareholders
promptly a supplement to the definitive proxy statement dated
March 25, 2013 relating to the
Amended Merger Agreement. The Company will give notice to
shareholders of the date on which the adjourned extraordinary
general meeting will be reconvened as soon as a date is selected.
The Merger contemplated in the Amended Merger Agreement, which
is currently expected to close during the second quarter of 2013,
is subject to various closing conditions, including the approval by
an affirmative vote of shareholders representing two-thirds or more
of Shares present and voting in person or by proxy as a single
class at the extraordinary general meeting, as well as
certain other customary closing conditions.
Additional Information about the Merger
In connection with the proposed Merger, the Company has filed a
transaction statement on Schedule 13E-3, a definitive proxy
statement and related materials with the SEC on March 25, 2013, and expects to file an amendment
to the Schedule 13E-3 and supplementary proxy materials with the
SEC promptly. INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY
READ IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED
WITH OR FURNISHED TO THE SEC, AS THEY CONTAINED AND WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER, THE RECONVENED EXTRAORDINARY GENERAL MEETING, AND RELATED
MATTERS. In addition to receiving the supplementary proxy
materials and amended Schedule 13E-3 transaction statement by mail,
shareholders also will be able to obtain these documents, as well
as other filings containing information about the Company, the
proposed Merger and related matters, without charge, from the SEC's
website (http://www.sec.gov) or at the SEC's public reference room
at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these
documents can be obtained, without charge, by contacting the
Company at the following address and/or telephone number:
3SBio Inc.
No. 3 A1, Road 10
Shenyang Economy & Technology Development Zone
Shenyang 110027
People's Republic of China
Telephone: (86 24) 2581-1820
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the proposed Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the definitive proxy
statement and Schedule 13E-3 transaction statement relating to
the proposed Merger that was filed with the SEC. Additional
information regarding the interests of such potential participants
is also included in the definitive proxy statement and
Schedule 13E-3 transaction statement filed with the SEC.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About 3SBio Inc.
3SBio is a leading, fully integrated, profitable biotechnology
company focused on researching, developing, manufacturing and
marketing biopharmaceutical products primarily in China. Its
focus is on addressing large markets with significant unmet medical
needs in nephrology, oncology, supportive cancer care, inflammation
and infectious diseases. With headquarters and GMP-certified
manufacturing facilities in Shenyang, PRC, 3SBio employs over 800
people. Shares trade in the form of ADSs on the NASDAQ Global
Market under the ticker symbol "SSRX". Please see
www.3SBio.com for more information.
Safe Harbor Statement
This press release and related Company disclosures may include
certain statements that are not descriptions of historical facts,
but are forward-looking statements. Such statements include,
among others, those concerning expected benefits and costs of the
proposed transaction; management plans relating to the transaction;
the expected timing of various aspects of the transaction; the
parties' ability to complete the transaction considering the
various closing conditions, as well as all assumptions,
expectations, predictions, intentions or beliefs about future
events. Forward-looking statements can generally be
identified by the use of forward-looking terminology such as
"anticipate," "proposed," "will," "intend," "may," "believes,"
"expects" or similar expressions. Such information is based
upon expectations of the Company that were reasonable when
made. Risks and uncertainties that may cause actual outcome
to differ from the forward-looking statements may include: whether
sufficient number of shareholders will view the terms favorably,
and vote to approve this transaction; whether Parent will secure
and receive full financing; whether all the closing conditions and
other terms of the transaction documents will be duly complied with
or fulfilled; future business decisions of various parties, and
other risks and uncertainties discussed in the documents filed or
to be filed with the SEC by the Company, particularly the Schedule
13E-3 transaction statement and the proxy statement. These
forward-looking statements reflect the Company's expectations as of
the time of this press release. The Company undertakes no
ongoing obligation, other than that imposed by law, to update these
statements.
For investor and media inquiries, please
contact:
Bo Tan
Chief Financial Officer
3SBio Inc.
Tel: + 86 24 2581-1820
ir@3SBio.com
Tom Folinsbee
Director of Investor Relations
3SBio Inc.
Tel: + 852 8191-6991
ir@3SBio.com
SOURCE 3SBio Inc.