SHENYANG, China, May 30, 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, announced today the completion of the
merger (the "Merger") contemplated by 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 "Merger Agreement"). As a
result of the Merger, the Company became a wholly-owned subsidiary
of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on May 24, 2013, each of the
Company's ordinary shares (each, a "Share"), including Shares
represented by American Depositary Shares, each representing seven
Shares (the "ADSs"), issued and outstanding immediately prior to
the effective time of the Merger, have been cancelled in exchange
for the right to receive US$2.3857
per Share, or US$16.70 per ADS (less
US$0.05 per ADS cancellation fees),
in each case in cash without interest and net of any applicable
withholding taxes on the closing of the Merger, except for (i) the
Shares beneficially owned by Parent, Merger Sub or certain Shares
beneficially owned by certain directors, officers or employees of
the Company, (ii) the Shares beneficially owned by the Company or
any direct or indirect wholly owned Subsidiary of the Company and
(iii) the Shares owned by holders who have validly exercised and
not effectively withdrawn or lost their appraisal rights pursuant
to Section 238 of the Cayman Islands Companies Law, as amended.
The Company has engaged JPMorgan Chase Bank, N.A. as its Share
paying agent to process the payment of merger consideration to its
former shareholders and ADS holders. Shareholders of record as of
the effective time of the Merger who are entitled to the merger
consideration will receive a letter of transmittal and instructions
on how to surrender their share certificates in exchange for the
merger consideration. Shareholders should wait to receive the
letter of transmittal before surrendering their share certificates.
For any questions relating to the share certificate surrender and
payment procedures, shareholders of record may contact JPMorgan
Chase Bank, N.A., the Share paying agent, at 1 (800) 318-5202.
Regarding ADS holders, payment will be made to surrendering
registered ADS holders and holders of ADSs in un-certificated form
as soon as practicable after JPMorgan Chase Bank, N.A., the
Company's ADS depositary, receives the merger consideration from
the Company's Share paying agent. For any questions relating to the
ADSs surrender and payment procedures, registered holders of ADSs
may contact JPMorgan Chase Bank, N.A., the Company's ADS
depositary, at 1 (800) 990-1135. Holders of ADSs in un-certificated
form should contact their broker, bank, or other nominee on how to
surrender their ADSs and receive the merger consideration.
The Company also announced today that it had requested that
trading of its ADSs on the NASDAQ Global Market be suspended. The
Company requested NASDAQ to file a Form 25 with the United States
Securities Exchange Commission (the "SEC") to delist the Company's
ADSs and deregister the Company's registered securities. The
deregistration will become effective in 90 days after the filing of
Form 25 or such shorter period as may be determined by the SEC. The
Company intends to suspend its reporting obligations under the
Securities Exchange Act of 1934, as amended, by promptly filing a
Form 15 with the SEC. The Company's obligations to file or furnish
with the SEC certain reports and forms, including Form 20-F and
Form 6-K, will be suspended immediately as of the filing date of
the Form 15 and will cease once the deregistration becomes
effective.
About 3SBio Inc.
3SBio is a leading, fully integrated, profitable biotechnology
company focused on researching, developing, manufacturing and
marketing biopharmaceutical products primarily in China. Its focus is on addressing large
markets with significant unmet medical needs in nephrology,
oncology, supportive cancer care, inflammation and infectious
diseases. With headquarters and GMP-certified manufacturing
facilities in Shenyang, PRC, 3SBio
employs over 800 people. Shares trade in the form of ADSs on the
NASDAQ Global Market under the ticker symbol "SSRX". Please see
www.3SBio.com for more information.
Safe Harbor Statement
This press release and related Company disclosures may include
certain statements that are not descriptions of historical facts,
but are forward-looking statements. Such statements include, among
others, those concerning expected benefits and costs of the
proposed transaction; management plans relating to the transaction;
the expected timing of various aspects of the transaction; as well
as all assumptions, expectations, predictions, intentions or
beliefs about future events. Forward-looking statements can
generally be identified by the use of forward-looking terminology
such as "anticipate," "proposed," "will," "intend," "may,"
"believes," "expects" or similar expressions. Such information is
based upon expectations of the Company that were reasonable when
made. These forward-looking statements reflect the Company's
expectations as of the time of this press release. The Company
undertakes no ongoing obligation, other than that imposed by law,
to update these statements.
For investor and media inquiries, please
contact:
Bo Tan
Chief Financial Officer
3SBio Inc.
Tel: + 86 24 2581-1820
ir@3SBio.com
Tom Folinsbee
Director of Investor Relations
3SBio Inc.
Tel: + 852 8191-6991
ir@3SBio.com
SOURCE 3SBio Inc.