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3SBio Inc. Enters Into Merger Agreement For "Going Private" Transaction
Date:2/8/2013

represents a premium of approximately 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. ("CITIC PE" and together with Dr. Jing Lou and the other Rollover Shareholders, the "Buyer Group"). Collectively, the Consortium Shares owned by the Buyer Group represent approximately 18.1% of the Company's total issued and outstanding share capital.

Parent intends to finance the merger through a combination of debt, equity and cash in the Company. Parent has entered into a facility agreement pursuant to which China CITIC Bank International Limited has agreed to provide debt financing for the transaction. CITIC PE has provided equity commitment. Dr. Jing Lou and CITIC PE each entered into a limited guaranty in favor of the Company.

The Company's Board of Directors, acting upon the unanimous recommendation of an independent committee formed by the Board of Directors (the "Independent Committee"), approved the Merger Agreement and the merger contemplated in the Merger Agreement and resolved to recommend that the Company's shareholders vote to approve and authorize the Merger Agreement and the merger.  The Independent Committee, which is composed solely of independent directors unrelated to Parent, Merger Sub or any of the management members of the Company, negotiated the terms of the Merger Agreement with the assistance of its legal and financial advisors.

The merger contemplated in the Merger Agreement, wh
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