SHENYANG, China, April 22, 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 the independent
committee of its board of directors (the "Independent Committee")
has received a proposal letter (the "Proposal Letter") dated
April 22, 2013 from Dr. Jing Lou, the Company's Chairman and Chief
Executive Officer ("Dr. Lou"), and CPEChina Fund, L.P., an exempted
limited partnership registered under the laws of the Cayman Islands and a China-focused private equity fund associated
with CITIC Private Equity Funds Management Co. Ltd. ("CITIC PE"),
in connection with the proposed merger under the agreement and plan
of merger dated as of February 8,
2013, by and among the Company, Decade Sunshine Limited
("Parent") and Decade Sunshine Merger Sub (the "Merger
Agreement").
In the Proposal Letter, Dr. Lou and CITIC PE proposed to
increase the merger consideration payable to holders of ordinary
shares, par value $0.0001 per share,
of the Company (the "Shares"), and holders of American Depository
Shares of the Company, each representing seven Shares (the "ADSs"),
from $2.20 per Share, or $15.40 per ADS, under the Merger Agreement to
$2.3857 per Share, or $16.70 per ADS, pursuant to a proposed amendment
to the Merger Agreement. The proposed increase in the merger
consideration represents an 8.4% premium to the current merger
consideration under the Merger Agreement, a 9.9% premium to the
closing price of the ADSs of April 19,
2013, and a 44% premium to the closing price of the ADSs of
September 11, 2012, the last trading
day prior to the Company's announcement on September 12, 2012 that it had received a "going
private" proposal from Dr. Lou and CITIC PE. The Proposal
Letter states that Dr. Lou and CITIC PE are working with their debt
financing source and anticipate obtaining their approval for Dr.
Lou and CITIC PE's proposed increase in the merger consideration
prior to April 25, 2013, that part of
the increase of the merger consideration will be financed through
an increase in the amount of convertible note financing from CITIC
PE, that Dr. Lou and CITIC PE do not require any changes to any
other terms and conditions of the Merger Agreement other than to
adjust the amount of available Company cash as of the closing date
to cover a portion of the increase of the merger consideration and
that, if approved by the Independent Committee, Dr. Lou and CITIC
PE expect the Company to enter into an amendment to the Merger
Agreement and to adjourn the extraordinary general meeting
currently scheduled to be held at 10:00
a.m. on April 25, 2013 to a
later date to provide for sufficient time for the shareholders to
consider and vote on the amended Merger Agreement. The
Proposal Letter further indicates that Dr. Lou and CITIC PE have no
intention to further revise and negotiate the terms of the proposed
transaction.
The Independent Committee will consider the Proposal Letter with
its legal and financial advisors. In light of the Proposal
Letter, the Company intends to convene the extraordinary general
meeting of shareholders currently scheduled to be held on
April 25, 2013, but immediately
adjourn the meeting without conducting any business to allow
additional time for the Independent Committee to consider the
Proposal Letter and provide updated information to shareholders
regarding the proposed amendment to the Merger Agreement. No
vote will be taken on April 25, 2013
for any resolution set forth in the notice of the extraordinary
general meeting dated March 25,
2013. The Company intends to resume the adjourned
extraordinary general meeting of shareholders as soon as
practicable and will give notice to shareholders of the date on
which the adjourned extraordinary general meeting will be resumed
as soon as a date is selected.
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 Securities and Exchange
Commission (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.