3SBio Inc. SSRX
("3SBio" or the "Company"), a leading China-based biotechnology company
focused on researching, developing, manufacturing and marketing
biopharmaceutical products, today announced that the independent committee of
its board of directors (the "Independent Committee") has received a proposal
letter (the "Proposal Letter") dated April 22, 2013 from Dr. Jing Lou, the
Company's Chairman and Chief Executive Officer ("Dr. 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"), in connection with the proposed
merger under the agreement and plan of merger dated as of February 8, 2013, by
and among the Company, Decade Sunshine Limited ("Parent") and Decade Sunshine
Merger Sub (the "Merger Agreement").
In the Proposal Letter, Dr. Lou and CITIC PE proposed to increase the merger
consideration payable to holders of ordinary shares, par value $0.0001 per
share, of the Company (the "Shares"), and holders of American Depository
Shares of the Company, each representing seven Shares (the "ADSs"), from $2.20
per Share, or $15.40 per ADS, under the Merger Agreement to $2.3857 per Share,
or $16.70 per ADS, pursuant to a proposed amendment to the Merger Agreement.
The proposed increase in the merger consideration represents an 8.4% premium
to the current merger consideration under the Merger Agreement, a 9.9% premium
to the closing price of the ADSs of April 19, 2013, and a 44% premium to the
closing price of the ADSs of September 11, 2012, the last trading day prior to
the Company's announcement on September 12, 2012 that it had received a "going
private" proposal from Dr. Lou and CITIC PE. The Proposal Letter states that
Dr. Lou and CITIC PE are working with their debt financing source and
anticipate obtaining their approval for Dr. Lou and CITIC PE's proposed
increase in the merger consideration prior to April 25, 2013, that part of the
increase of the merger consideration will be financed through an increase in
the amount of convertible note financing from CITIC PE, that Dr. Lou and CITIC
PE do not require any changes to any other terms and conditions of the Merger
Agreement other than to adjust the amount of available Company cash as of the
closing date to cover a portion of the increase of the merger consideration
and that, if approved by the Independent Committee, Dr. Lou and CITIC PE
expect the Company to enter into an amendment to the Merger Agreement and to
adjourn the extraordinary general meeting currently scheduled to be held at
10:00 a.m. on April 25, 2013 to a later date to provide for sufficient time
for the shareholders to consider and vote on the amended Merger Agreement.
The Proposal Letter further indicates that Dr. Lou and CITIC PE have no
intention to further revise and negotiate the terms of the proposed
transaction.
The Independent Committee will consider the Proposal Letter with its legal and
financial advisors. In light of the Proposal Letter, the Company intends to
convene the extraordinary general meeting of shareholders currently scheduled
to be held on April 25, 2013, but immediately adjourn the meeting without
conducting any business to allow additional time for the Independent Committee
to consider the Proposal Letter and provide updated information to
shareholders regarding the proposed amendment to the Merger Agreement. No
vote will be taken on April 25, 2013 for any resolution set forth in the
notice of the extraordinary general meeting dated March 25, 2013. The Company
intends to resume the adjourned extraordinary general meeting of shareholders
as soon as practicable and will give notice to shareholders of the date on
which the adjourned extraordinary general meeting will be resumed as soon as a
date is selected.
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 Securities and Exchange Commission (the "SEC").
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