3SBio Inc. Enters Into Merger Agreement For "Going Private" Transaction

   3SBio Inc. Enters Into Merger Agreement For "Going Private" Transaction

PR Newswire

SHENYANG, China, Feb. 8, 2013

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validly exercised and not effectively withdrawn or lost their appraisal rights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
Schedule13E-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 Schedule13E-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, Room1580,
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 Schedule13E-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 Schedule13E-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.

Website: http://www.3sbio.com
 
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