SHENYANG, China, May 2, 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 its extraordinary
general meeting of shareholders (the "EGM") that was previously
adjourned on April 25, 2013 will be
held on May 24, 2013, at 10:00am, Beijing
time, at the Company's offices located at 15/A-D, Huaxin
International Tower, No. 219, Qingnian Ave., Shenhe District,
Shenyang 110016, People's Republic of China. At the EGM,
shareholders will consider and vote on the proposal to authorize
and approve the previously announced agreement and plan of merger
dated February 8, 2013, among Decade
Sunshine Limited, an exempted company with limited liability
incorporated under the laws of the Cayman
Islands ("Parent"), Decade Sunshine Merger Sub, an exempted
company with limited liability incorporated under the laws of the
Cayman Islands and a direct wholly
owned subsidiary of Parent ("Merger Sub"), and the Company, as
amended by Amendment No. 1 to the Agreement and Plan of Merger,
dated as of April 24, 2013 (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"). 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. The Company's Board of Directors, acting upon the
unanimous recommendation of an independent committee formed by the
Board of Directors, approved the Amended Merger Agreement and the
Merger and resolved to recommend that the Company's shareholders
vote to authorize and approve the Amended Merger Agreement and the
Merger.
The record dates for the EGM have not been changed. As a result,
our shareholders of record as of the close of business in the
Cayman Islands on April 12, 2013 will remain entitled to vote at
the EGM, and the record date for our ADS holders entitled to
instruct JPMorgan Chase Bank, N.A., the ADS depositary, to vote the
shares represented by the ADSs remains the close of business in
New York City on March 25, 2013. Shareholders and ADS holders who
have previously submitted their proxy or ADS voting instruction
card, and who do not want to change their vote, need not take any
action and your proxy or ADS voting instruction card will be
counted according to your previous vote or instructions.
Shareholders and ADS holders who have previously submitted their
proxy or ADS voting instruction card and who want to change their
vote should follow the instructions that will be included in the
updated proxy materials to be mailed to our shareholders and ADS
holders.
Additional information regarding the EGM and the Amended Merger
Agreement can be found in the Transaction Statement on Schedule
13E-3, as amended, and the proxy statement and proxy statement
supplement attached as Exhibits (a)-(1) and (a)(16) thereto, filed
with the Securities and Exchange Commission (the "SEC"), which can
be obtained from the SEC's website (http://www.sec.gov).
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS.
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, proxy statement
supplement 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 Transaction Statement on
Schedule 13E-3 and exhibits thereto. 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
For questions or assistance regarding voting of shares or
completion of ADS voting instruction cards, please contact
MacKenzie Partners, Inc., toll free at (800) 322-2885 or by collect
call outside of North America at
+1 (212) 929-5500 or by email at proxy@mackenziepartners.com.
SOURCE 3SBio Inc.