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3SBio Inc. Enters Into Merger Agreement For "Going Private" Transaction
Date:2/8/2013

ich is currently expected to close during the second quarter of 2013, is subject to various closing conditions, including the approval by an affirmative vote of shareholders representing two-thirds or more of the Company's ordinary shares present and voting in person or by proxy as a single class at an extraordinary general meeting of the Company's shareholders convened to consider the approval and adoption of the Merger Agreement and the merger, as well as certain other customary closing conditions. Dr. Jing Lou and the other Rollover Shareholders have agreed under a voting agreement to vote all the Consortium Shares in favor of the merger. If completed, the merger will result in the Company becoming a privately-held company and its ADSs would no longer be listed on the NASDAQ global market.

Jefferies International Limited is serving as financial advisor to the Independent Committee. Cleary Gottlieb Steen & Hamilton LLP is serving as United States legal advisor to the Independent Committee, and Walkers is serving as Cayman Islands legal advisor to the Independent Committee.  Skadden, Arps, Slate, Meagher & Flom LLP is serving as United States legal advisor to the Buyer Group, Akin Gump Strauss Hauer & Feld LLP is serving as United States legal advisor to CITIC PE, and Conyers Dill & Pearman is serving as Cayman Islands legal advisor to the Buyer Group. BofA Merrill Lynch is serving as financial advisor to the Buyer Group.

Additional Information about the Transaction

The Company will furnish to the Securities and Exchange Commission (the "SEC") a report on Form 6-K regarding the proposed merger, which will include the Merger Agreement.  All parties desiring details regarding the propose
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