5:32AM 3SBIO enters into merger agreement for 'going private' transaction (SSRX) 13.79 : Co announced that it has entered into an agreement and plan of merger with Decade Sunshine, an exempted co with limited liability incorporated under the laws of the Cayman Islands, and Decade Sunshine Merger Sub, an exempted co with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Parent. Each of the co's ordinary shares, including Shares represented by ADSs, each representing seven Shares, issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive $2.20 in cash per Share, or $15.40 per ADS, without interest, 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, and certain restricted shares and restricted share units issued by the Company to the Rollover Shareholders, (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owned Subsidiary of the Company and (iii) the Shares owned by holders who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law, as amended.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 per Share consideration of $2.20 or per ADS consideration of $15.40 represents a premium of ~ 32.9% over the closing price on September 11, 2012 and a 33.4% premium over the 30-trading day volume-weighted average closing price on 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. Jing Lou, chairman and chief executive officer of 3SBio, and CPEChina Fund, L.P., a China-focused private equity fund associated with CITIC Private Equity Funds Management Co. Ltd. Collectively, the Consortium Shares owned by the Buyer Group represent approximately 18.1% of the Company's total issued and outstanding share capital
