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Simcere Pharmaceutical Group Announces Completion of Merger
Date:12/23/2013

NANJING, China, Dec. 23, 2013 /PRNewswire/ -- Simcere Pharmaceutical Group ("Simcere" or the "Company") (NYSE: SCR), a leading pharmaceutical company specializing in the development, manufacturing, and marketing of branded and proprietary pharmaceuticals in China, today announced the completion of the merger contemplated by the previously announced Agreement and Plan of Merger dated August 28, 2013 (the "Merger Agreement") among the Company, Simcere Holding Limited ("Parent") and Simcere Acquisition Limited ("Merger Sub"). 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 December 19, 2013, each ordinary share of the Company ("Share") issued and outstanding immediately prior to the effective time of the merger, including the Shares represented by American depositary shares, each representing two Shares (the "ADSs"), other than (a) Shares held by the Company's direct or indirect wholly owned subsidiaries, (b) Shares beneficially owned by Parent or Merger Sub, (c) Shares beneficially owned by Mr. Jinsheng Ren, New Good Management Limited, Mr. Hongquan Liu, Assure Ahead Investments Limited, Right Lane Limited, King View Development International Limited and Fosun Industrial Co., Limited, and (d) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under the Companies Law of the Cayman Islands (the "Dissenting Shares"), has been cancelled in exchange for the right to receive $4.83 and each ADS represents the right to receive $9.66 (less $0.05 per ADS cancellation fees), in each case, in cash, without interest and net of any applicable withholding taxes.

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