Simcere Pharmaceutical To Go Private - Quick Facts

(RTTNews) - Simcere Pharmaceutical Group (SCR) announced Wednesday that it has entered into a definitive Agreement and Plan of Merger with Simcere Holding Limited or Parent and Simcere Acquisition Limited or Merger Sub, by which Parent will acquire Simcere for US$4.83 per ordinary share of the Company or US$9.66 per American depositary share in cash.

The purchase price 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 founder chairman Jinsheng Ren and his affiliate, New Good Management Limited, and Assure Ahead Investments Limited proposed to acquire all Shares and ADSs not beneficially owned by them for US$4.78 per Share or US$9.56 per ADS.

The company's board has approved the Merger Agreement and resolved to recommend that the Company's shareholders vote to approve the Merger Agreement and the Transaction.

The Transaction is currently expected to close around the end of 2013.

Parent has entered into a debt commitment letter pursuant to which China Merchants Bank, New York branch has committed to provide debt financing in the amount of US$85.0 million for the Transaction, subject to certain conditions.