3SBio Inc. Announces Receipt Of "Going Private" Proposal At $15 Per ADS
SHENYANG, China, Sept. 12, 2012 /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 its Board of Directors has received a preliminary non-binding proposal letter dated September 12, 2012 from its Chairman and Chief Executive Officer, Dr. Jing 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"), to acquire all of the outstanding shares of 3SBio Inc. not currently owned by Dr. Lou and his affiliates in a going private transaction for $15 per American Depositary Share ("ADS", each ADS representing 7 ordinary shares of the Company) in cash, subject to certain conditions.
According to the proposal letter, the acquisition is intended to be financed through a combination of debt and equity capital, and the buyer consortium has been in discussion with a financial institution which has expressed interest in financing the proposed acquisition. A copy of the proposal letter is set forth below as Exhibit A.
3SBio's Board of Directors has formed a special committee of independent directors (the "Independent Committee") consisting of Mr. Tianruo ( Robert) Pu, Mr. Mingde Yu, and Mr. Peiguo Cong, to consider this proposal. The Independent Committee will retain a financial advisor and legal counsel to assist it in its work. The Board of Directors cautions the Company's shareholders and others considering trading in its securities that the Board just received the preliminary non-binding proposal from Dr. Lou and CITIC PE and no decisions have been made by the Independent Committee with respect to 3SBio's response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.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. Cautionary Statement concerning Forward Looking Statements This press release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Statements that are not historical facts, including statements about 3SBio's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, risks outlined in 3SBio's filings with the U.S. Securities and Exchange Commission. 3SBio does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
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