OrbiMed Announces ISS Recommendation 3SBio Shareholders Vote AGAINST Management Buyout Proposal

OrbiMed Advisors LLC (“OrbiMed”) today announced that InstitutionalShareholder Services (“ISS”), a leading provider of proxy research andcorporate governance services to institutional shareholders, has recommendedthat shareholders of 3SBio (NASDAQ: SSRX) vote AGAINST the company's $15.40per ADS going-private acquisition by a consortium of buyers that includes thecompany's Chairman and CEO and other senior executives.In its report, ISS casts doubt on management's reliance, in part, on itsfinancial advisor's earnings-based valuations because they were based onearnings estimates provided by management that are considerably below WallStreet consensus estimates. ISS said, “Shareholders should note that in itsanalysis, Jefferies used the internal estimates provided by companymanagement, which, in this case, may be inherently motivated to downplay theearnings projections.”The report further questions management's commitment to a transaction with asingle private equity firm. ISS said, “Further, the exclusivity agreementbetween Dr. Lou and CITIC PE may have limited the company's ability to attracta better offer, and there is no compelling evidence that 3SBio cannot continueto thrive as a stand-alone company.”In response to this latest proxy voting recommendation, OrbiMed said, “Twoleading global proxy advisory firms, ISS and Glass, Lewis & Co., have now hada chance to review the 3SBio going-private transaction and, not surprisingly,when considering all the facts, they have reached the same conclusion as wehave, that a flawed buyout process and inherent conflicts have resulted in amanagement-sponsored going-private transaction at an inadequate price thatdoes not serve the interest of all shareholders.” OrbiMed, a 9.4% holder of3SBio shares, reiterated its intention to vote against the proposals at thecompany's April 25 Extraordinary General Meeting.