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3SBio (SSRX) to Go Private for $15.40/ADS

February 8, 2013 6:17 AM EST Send to a Friend
3SBio, Inc. (Nasdaq: SSRX) 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owned Subsidiary of the Company and (iii) the Shares owned by holders who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law, as amended.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.




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