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

Shares in the Transaction. Immediately prior to the completion of the Transaction, Parent will be collectively wholly owned by the Rollover Shareholders or their respective affiliates. 

Subject to the terms and conditions of the Merger Agreement, at the effective time of the merger (the "Effective Time"), Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, each Share issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive US$4.83 in cash without interest, and each ADS issued and outstanding immediately prior to the Effective Time will represent the right to surrender the ADS in exchange for US$9.66 in cash without interest, 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by the Rollover Shareholders, and (d) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under the Companies Law of the Cayman Islands.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 Company's board of directors, acting upon the unanimous recommendation of a special committee of the board of directors consisting of independent directors (the "Special Committee"), approved the Merger Agreement and the Transaction and resolved to recommend that the Company's shareholders vote to approve the Merger Agreement and the Transaction. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.

The Transaction, which is currently expected to close around the end of 2013, is subject to various closing conditions, including a condition that the Merger Agreement be approved by an affirmative vote of shareholders representing two-thirds or more of the Shares present and voting in p
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SOURCE Simcere Pharmaceutical Group
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