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 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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