March 28, 2013
/PRNewswire/ -- ShangPharma Corporation (NYSE: SHP) (the "Company"), a leading
-based pharmaceutical and biotechnology research and development outsourcing company, today announced the completion of the merger contemplated by the previously announced Agreement and Plan of Merger dated
December 21, 2012
(the "Merger Agreement"), by and among the Company, ShangPharma Holdings Limited ("Holdings"), ShangPharma Parent Limited ("Parent") and ShangPharma Merger Sub Limited ("Merger Sub"). As a result of the merger, the Company became a wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on
March 20, 2013
, all of the Company's ordinary shares (including ordinary shares represented by American depositary shares, each representing eighteen ordinary shares ("ADS")) issued and outstanding immediately prior to the effective time of the merger have been cancelled and converted into and exchanged for the right to receive
per ordinary share or
per ADS, in each case, in cash, without interest and net of any applicable withholding taxes, except for (i) the ordinary shares (including ordinary shares represented by ADSs) owned by Holdings, Parent, Merger Sub, Mr.
Michael Xin Hui
, the chairman of the board of directors and chief executive officer of the Company, ChemExplorer Investment Holdings Ltd., ChemPartner Investment Holdings Limited, Joint Benefit Group Limited, Han Ming Tech Investment Limited (limited to 1,802,506 ordinary shares held by it), TPG Star Charisma Limited and TPG Biotech II Charisma Limited, (ii) the ordinary shares owned by the Company as treasury shares and ordinary shares owned by ChemExplorer Investment Holdings Ltd. and ChemPartner Investment Holdings Limited, each an affiliate of Mr.
Michael Xin Hui
, as are required to fully settle any and all vested but unsettled restricted share units granted by the Company under certain equity incentive plans, and (iii) the ordinary shares owned by holders of such ordinary shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Companies Law (2012 Revision) of the
Registered shareholders entitled to the merger consideration will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the merger consideration and should wait to receive the letter of transmittal before surrendering their share certificates. Payment of the merger consideration will be made to surrendering ADS holders as soon as practicable after JPMorgan Chase Bank, N.A., the Company's ADS depositary, receives the merger consideration.