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May 2, 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 its extraordinary general meeting of shareholders (the "EGM") that was previously adjourned on
April 25, 2013 will be held on
May 24, 2013, at
Beijing time, at the Company's offices located at 15/A-D, Huaxin International Tower, No. 219, Qingnian Ave., Shenhe District,
People's Republic of China. At the EGM, shareholders will consider and vote on the proposal to authorize and approve the previously announced agreement and plan of merger dated
February 8, 2013, among Decade Sunshine Limited, an exempted company with limited liability incorporated under the laws of the
Cayman Islands ("Parent"), 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"), and the Company, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of
April 24, 2013 (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"). 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. The Company's Board of Directors, acting upon the unanimous recommendation of an independent committee formed by the Board of Directors, approved the Amended Merger Agreement and the Merger and resolved to recommend that the Company's shareholders vote to authorize and approve the Amended Merger Agreement and the Merger.
The record dates for the EGM have not been changed. As a result, our shareholders of record as of the close of business in the
Cayman Islands on
April 12, 2013 will remain entitled to vote at the EGM, and the record date for our ADS holders entitled to instruct JPMorgan Chase Bank, N.A., the ADS depositary, to vote the shares represented by the ADSs remains the close of business in
New York City on
March 25, 2013. Shareholders and ADS holders who have previously submitted their proxy or ADS voting instruction card, and who do not want to change their vote, need not take any action and your proxy or ADS voting instruction card will be counted according to your previous vote or instructions. Shareholders and ADS holders who have previously submitted their proxy or ADS voting instruction card and who want to change their vote should follow the instructions that will be included in the updated proxy materials to be mailed to our shareholders and ADS holders.
Additional information regarding the EGM and the Amended Merger Agreement can be found in the Transaction Statement on Schedule 13E-3, as amended, and the proxy statement and proxy statement supplement attached as Exhibits (a)-(1) and (a)(16) thereto, filed with the Securities and Exchange Commission (the "SEC"), which can be obtained from the SEC's website (
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS.