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Tongjitang Chinese Medicines Enters into Merger Agreement with Tonsun International Company Limited, Hanmax Investment Limited and Fosun Industrial Co., Limited
Date:11/1/2010

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SHENZHEN, China, Nov. 1, 2010 /PRNewswire-Asia-FirstCall/ -- Tongjitang Chinese Medicines Company (NYSE: TCM) ("Tongjitang" or the "Company"), a leading specialty pharmaceutical company focusing on the development, manufacturing, marketing and selling of modernized traditional Chinese medicine in China, today announced that it has entered into a definitive agreement and plan of merger with Hanmax Investment Limited ("Hanmax"), Fosun Industrial Co., Limited ("Fosun") and Tonsun International Company Limited ("Tonsun"), a Cayman Islands exempted company all of the outstanding shares of which are owned by Hanmax and Fosun. Mr. Xiaochun Wang, Chairman of the Company's board of directors, Chief Executive Officer of the Company and the beneficial owner of approximately 51% of the Company's outstanding ordinary shares, controls Hanmax. Fosun beneficially owns approximately 32% of the Company's outstanding ordinary shares.

Under the terms of the merger agreement, each ordinary share of the Company (including shares represented by American Depositary Shares, each of which represents four ordinary shares) issued and outstanding immediately prior to the effective time of the merger, other than the ordinary shares and ordinary shares represented by American Depositary Shares owned by Hanmax, Tonsun and Fosun, will be cancelled in exchange for the right to receive $1.125 (or $4.50 per American Depositary Share, not including the fees and expenses of the ADS depositary) in cash without interest. The offer represents a 13.6% premium over the closing price of $3.96 per American Depositary Share on October 28, 2010, and a 14.8% premium over the last month volume weighted average closing price of $3.92 per American Depositary Share.


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SOURCE Tongjitang Chinese Medicines Company
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