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

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

PR Newswire

SHENYANG, China, April 24, 2013

SHENYANG,China, April 24, 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
amendment (the "Amendment") to its previously announced agreement and plan of
merger dated as of February 8, 2013, by and among Decade Sunshine Limited
("Parent"), Decade Sunshine Merger Sub ("Merger Sub") and the Company (the
"Merger Agreement", and the Merger Agreement as so amended, 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"). The Amendment follows the revised "going
private" proposal from Dr. Jing Lou, the Company's chairman and chief
executive officer ("Dr. Lou"), 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. Lou, the "Buyer Consortium") to
increase the merger consideration under the Merger Agreement that was received
and announced by the Company on April 22, 2013. 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 ("NASDAQ").

Pursuant to the Amendment, the merger consideration payable to holders of
ordinary shares, par value $0.0001 per share, of the Company (the "Shares"),
and holders of ADSs, under the Merger Agreement is increased from $2.20 per
Share, or $15.40 per ADS, to $2.3857 per Share, or $16.70 per ADS. The
increase in the merger consideration represents an approximately 8.4% premium
to the original merger consideration under the Merger Agreement, 9.9% premium
to the closing price of the ADSs on April 19, 2013, the last trading day prior
to the Company's announcement on April 22, 2013 that it had received the
revised "going private" proposal from the Buyer Consortium , and 44.1% premium
to the closing price of the ADSs on September 11, 2012, the last trading day
prior to the Company's announcement on September 12, 2012 that it had received
the original "going private" proposal from the Buyer Consortium. 

Parent intends to finance the increase in the merger consideration through a
combination of additional convertible note financing from CITIC PE and
additional cash in the Company. 

The Company's Board of Directors, acting upon the unanimous recommendation of
the independent committee formed by the Board of Directors to consider the
Merger (the "Independent Committee"), has approved the Amended Merger
Agreement and the transactions contemplated thereby, including the Merger, and
resolved to recommend that shareholders and ADS holders of the Company vote to
approve and adopt the Amended Merger Agreement and the transactions
contemplated thereby, including 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
Amended Merger Agreement with the assistance of its legal and financial
advisors.

As previously announced, the extraordinary general meeting of the Company's
shareholders to consider the approval and adoption of the Merger Agreement and
the Merger that was previously called and scheduled for April 25, 2013, will
be adjourned and reconvened at a later date to be announced in order to allow
additional time for the Company to provide updated information to its
shareholders regarding the Amended Merger Agreement. The Company expects to
file with the Securities and Exchange Commission (the "SEC") and send to
shareholders promptly a supplement to the definitive proxy statement dated
March 25, 2013 relating to the Amended Merger Agreement. The Company will
give notice to shareholders of the date on which the adjourned extraordinary
general meeting will be reconvened as soon as a date is selected. 

The Merger contemplated in the Amended 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 Shares present and voting in
person or by proxy as a single class at the extraordinary general meeting, as
well as certain other customary closing conditions.

Additional Information about the Merger

In connection with the proposed Merger, the Company has filed a transaction
statement on Schedule 13E-3, a definitive proxy statement and related
materials with the SEC on March 25, 2013, and expects to file an amendment to
the Schedule 13E-3 and supplementary proxy materials with the SEC promptly.
INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY READ IN THEIR ENTIRETY THESE
MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC, AS THEY
CONTAINED AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
PROPOSED MERGER, THE RECONVENED EXTRAORDINARY GENERAL MEETING, AND RELATED
MATTERS. In addition to receiving the supplementary proxy materials and
amended Schedule 13E-3 transaction statement by mail, 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 is set forth in the
definitive proxy statement and Schedule13E-3 transaction statement relating
to the proposed Merger that was filed with the SEC. Additional information
regarding the interests of such potential participants is also included in the
definitive proxy statement and Schedule13E-3 transaction statement filed with
the SEC.

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 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.

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