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Simcere Pharmaceutical Group Enters Into Definitive Merger Agreement for Going Private Transaction
Date:8/28/2013

NANJING, China, Aug. 28, 2013 /PRNewswire/ -- Simcere Pharmaceutical Group ("Simcere" or the "Company") (NYSE: SCR), a leading pharmaceutical company specializing in the development, manufacturing, and marketing of branded generic and proprietary pharmaceuticals in China, announced today that it has entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Simcere Holding Limited ("Parent") and Simcere Acquisition Limited ("Merger Sub"), pursuant to which Parent will acquire Simcere (the "Transaction") for US$4.83 per ordinary share of the Company (a "Share") or US$9.66 per American depositary share, each representing two Shares (an "ADS"). This amount represents a premium of 21.4% over the Company's closing price of US$7.96 per ADS on March 8, 2013, the last trading day prior to March 11, 2013, and a premium of 23.1% to the volume-weighted average closing price of the Company's ADSs during the 30 trading days prior to March 11, 2013, the date on which the Company announced it had received a "going-private" proposal, pursuant to which Mr. Jinsheng Ren and his affiliate, New Good Management Limited, and Assure Ahead Investments Limited (an affiliate of Hony Capital II, L.P.) proposed to acquire all Shares and ADSs not beneficially owned by them for US$4.78 per Share or US$9.56 per ADS.

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 (collectively, the "Rollover Shareholders"), which currently beneficially own, in the aggregate, approximately 77. 57% of the outstanding Shares (excluding outstanding options of the Company), will roll over their
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SOURCE Simcere Pharmaceutical Group
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