3SBio in Going-Private Transaction

May 29, 2013

Cleary Gottlieb represented the independent committee of the board of directors of 3SBio in a going-private transaction by Dr. Jing Lou, chairman of the board of directors and CEO of the company, certain other company management members and CPEChina Fund, a China-focused private equity fund associated with CITIC Private Equity Funds Management. The merger agreement was signed on February 8, 2013 and amended on April 24, 2013 to reflect an increase in the merger consideration. The transaction was completed on May 29, 2013. As a result of the transaction, 3SBio became a private company, its ADS will be delisted from the NASDAQ Global Market and its SEC reporting obligations will be terminated.

The transaction was financed through a combination of convertible note financing from CITIC PE in the amount of $154.40 million, debt financing in the amount of $100 million from China CITIC Bank International Limited, company cash in the amount of approximately $83.90 million, and “rollover” of company equity owned by Dr. Jing Lou and certain other management members.

3SBio, incorporated in the Cayman Islands, is a leading biotechnology company in China and its ADSs have been listed on the NASDAQ Global Market since February 7, 2007.