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