3SBio Inc. Enters Into Merger Agreement For "Going Private"
Transaction
SHENYANG, China, Feb. 8, 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 agreement and plan of merger (the "Merger Agreement") with
Decade Sunshine Limited, an exempted company with limited liability
incorporated under the laws of the Cayman
Islands ("Parent"), and 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").
Pursuant to the terms of the Merger Agreement, each of the
Company's ordinary shares (a "Share"), including Shares represented
by American Depositary Shares, each representing seven Shares (the
"ADSs"), issued and outstanding immediately prior to the effective
time of the merger will be cancelled in exchange for the right to
receive US$2.20 in cash per Share, or
US$15.40 per ADS, without interest,
except for (i) the Shares beneficially owned by Parent, Merger Sub
or certain Shares beneficially owned by certain directors, officers
or employees of the Company (collectively, the "Rollover
Shareholders"), and certain restricted shares and restricted share
units issued by the Company to the Rollover Shareholders
(collectively, the "Consortium Shares"), (ii) the Shares
beneficially owned by the Company or any direct or indirect wholly
owned Subsidiary of the Company and (iii) the Shares owned by
holders who have validly exercised and not effectively withdrawn or
lost their appraisal rights pursuant to Section 238 of the Cayman
Islands Companies Law, as amended. The per Share consideration of
US$2.20 or per ADS consideration of
US$15.40 represents a premium of
approximately 32.9% over the closing price on September 11, 2012 and a 33.4% premium over the
30-trading day volume-weighted average closing price on
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. Jing Lou,
chairman and chief executive officer of 3SBio, 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. Jing Lou and the other Rollover Shareholders,
the "Buyer Group"). Collectively, the Consortium Shares owned by
the Buyer Group represent approximately 18.1% of the Company's
total issued and outstanding share capital.
Parent intends to finance the merger through a combination of
debt, equity and cash in the Company. Parent has entered into
a facility agreement pursuant to which China CITIC Bank
International Limited has agreed to provide debt financing for the
transaction. CITIC PE has provided equity commitment. Dr.
Jing Lou and CITIC PE each entered
into a limited guaranty in favor of the Company.
The Company's Board of Directors, acting upon the unanimous
recommendation of an independent committee formed by the Board of
Directors (the "Independent Committee"), approved the Merger
Agreement and the merger contemplated in the Merger Agreement and
resolved to recommend that the Company's shareholders vote to
approve and authorize the Merger Agreement and 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 Merger
Agreement with the assistance of its legal and financial
advisors.
The merger contemplated in the 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
the Company's ordinary shares present and voting in person or by
proxy as a single class at an extraordinary general meeting of the
Company's shareholders convened to consider the approval and
adoption of the Merger Agreement and the merger, as well as certain
other customary closing conditions. Dr. Jing Lou and the other Rollover Shareholders
have agreed under a voting agreement to vote all the Consortium
Shares in favor of the merger. If completed, the merger will
result in the Company becoming a privately-held company and its
ADSs would no longer be listed on the NASDAQ global market.
Jefferies International Limited is serving as financial advisor
to the Independent Committee. Cleary
Gottlieb Steen & Hamilton LLP is serving as United States legal advisor to the Independent
Committee, and Walkers is serving as Cayman Islands legal advisor to the
Independent Committee. Skadden, Arps, Slate,
Meagher & Flom LLP is serving as United States legal advisor to the Buyer
Group, Akin Gump Strauss Hauer & Feld LLP is serving as
United States legal advisor to
CITIC PE, and Conyers Dill &
Pearman is serving as Cayman
Islands legal advisor to the Buyer Group. BofA Merrill Lynch
is serving as financial advisor to the Buyer Group.
Additional Information about the Transaction
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the proposed
merger, which will include the Merger Agreement. All parties
desiring details regarding the proposed merger are urged to review
these documents, which will be available at the SEC's website
(http://www.sec.gov).
In connection with the proposed merger, the Company will prepare
and mail a proxy statement to its shareholders. In addition,
certain participants in the proposed merger will prepare and mail
to the Company's shareholders a Schedule 13E-3 transaction
statement. These documents will be filed with or furnished to
the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS
FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
PROPOSED MERGER AND RELATED MATTERS. In addition to receiving
the proxy statement and Schedule 13E-3 transaction statement
by mail or the other means as permitted by law, 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 will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the
proposed merger when it is filed with the SEC. Additional
information regarding the interests of such potential participants
will be included in the proxy statement and Schedule 13E-3
transaction statement and the other relevant documents filed with
the SEC when they become available.
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 may be made with the SEC should the proposed merger
proceed.
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 American Depositary Shares
(ADSs) on the NASDAQ stock market under the ticker symbol "SSRX".
Please see www.3SBio.com for more information.
Safe Harbor Statement
Certain statements contained in this announcement may be viewed
as "forward-looking statements" within the meaning of Section 27A
of the U.S. Securities Act of 1933, as amended, and Section 21E of
the U.S. Securities Exchange Act of 1934, as amended, and as
defined in the U.S. Private Securities Litigation Reform Act of
1995, which may be identified by terminology such as
"intend","expect,""will" or "would", "may" or "might". Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual outcome
or results of events and matters to be materially different from
those implied by such forward-looking statements. The risks
and uncertainties may include: whether sufficient number of
shareholders will view the terms favorably and vote to approve this
transaction at the extraordinary general meeting; whether the Buyer
Group will secure and receive financing; whether all the closing
conditions and other terms of the transaction documents will be
duly complied with or fulfilled; 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 date 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.