FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C.
20549
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR
15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2013
Commission File Number: 000-33295
3SBIO INC.
(Translation of
registrant’s name into English)
No. 3 A1, Road 10
Shenyang Economy &
Technology Development Zone
Shenyang 110027
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _______
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A
3SBio Inc. is furnishing under the cover of Form 6-K:
| Exhibit No. | Description |
| Exhibit 99.1 | Press release, dated May 24, 2013, regarding that 3SBio Inc. announces shareholders’ approval of the Amended Merger Agreement |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 24, 2013
By: /s/ Dr. Jing Lou
Name: Dr. Jing Lou
Title: Chief Executive Officer
EXHIBIT INDEX
| Exhibit No. | Description |
| Exhibit 99.1 | Press release, dated May 24, 2013, regarding that 3SBio Inc. announces shareholders’ approval of the Amended Merger Agreement |
3SBio Inc.
Announces Shareholders’ Approval of the
Amended Merger Agreement
SHENYANG, CHINA – May 24, 2013 – 3SBio Inc. (NASDAQ: SSRX) (“3SBio” or the “Company”), a leading China-based biotechnology company focused on researching, developing, manufacturing and marketing biopharmaceutical products, announced today that, at an extraordinary general meeting held today (the “EGM”), the Company’s shareholders voted in favor of the proposal to authorize and approve the previously announced agreement and plan of merger dated February 8, 2013, among Decade Sunshine Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Decade Sunshine Merger Sub, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Parent (“Merger Sub”), and the Company, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of April 24, 2013 (the “Amended Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”), and to authorize and approve all transactions contemplated by the Amended Merger Agreement, including the Merger.
Approximately 91.38% of the Company’s total outstanding ordinary shares and voting restricted shares were voted in person or by proxy at the EGM. Of these shares voted in person or by proxy at the EGM, approximately 87.20% were voted in favor of the proposal to authorize and approve the Amended Merger Agreement and the transactions contemplated thereby, including the Merger, and approximately 87.20% were voted in favor of the proposal to authorize and approve the directors of the Company to do all things necessary to give effect to the Amended Merger Agreement.
The parties expect to complete the Merger as soon as practicable, subject to the satisfaction or waiver of the conditions set forth in the Amended Merger Agreement. Upon completion of the Merger, the Company will become a privately-held company and its American depository shares will no longer be listed on the NASDAQ Global Market.
About 3SBio Inc.
3SBio is a leading, fully integrated, profitable biotechnology company focused on researching, developing, manufacturing and marketing biopharmaceutical products primarily in China. Its focus is on addressing large markets with significant unmet medical needs in nephrology, oncology, supportive cancer care, inflammation and infectious diseases. With headquarters and GMP-certified manufacturing facilities in Shenyang, PRC, 3SBio employs over 800 people. Shares trade in the form of ADSs on the NASDAQ Global Market under the ticker symbol “SSRX”. Please see www.3SBio.com for more information.
Safe Harbor Statement
This press release and related Company disclosures may include certain statements that are not descriptions of historical facts, but are forward-looking statements. Such statements include, among others, those concerning expected benefits and costs of the proposed transaction; management plans relating to the transaction; the expected timing of various aspects of the transaction; the parties’ ability to complete the transaction considering the various closing conditions, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “anticipate,” “proposed,” “will,” “intend,” “may,” “believes,” “expects” or similar expressions. Such information is based upon expectations of the Company that were reasonable when made. Risks and uncertainties that may cause actual outcome to differ from the forward-looking statements may include: whether Parent will secure and receive full financing; whether all the closing conditions and other terms of the transaction documents will be duly complied with or fulfilled; future business decisions of various parties, and other risks and uncertainties discussed in the documents filed or to be filed with the U.S. Securities and Exchange Commission by the Company, particularly the Transaction Statement on Schedule 13E-3 and exhibits thereto. These forward-looking statements reflect the Company’s expectations as of the time of this press release. The Company undertakes no ongoing obligation, other than that imposed by law, to update these statements.
| For investor and media inquiries, please contact: |
| Bo Tan |
| Chief Financial Officer |
| 3SBio Inc. |
| Tel: + 86 24 2581-1820 |
| ir@3SBio.com |
| Tom Folinsbee |
| Director of Investor Relations |
| 3SBio Inc. |
| Tel: + 852 8191-6991 |
| ir@3SBio.com |
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