SHANGHAI, March 28, 2013 /PRNewswire/ -- ShangPharma
Corporation (NYSE: SHP) (the "Company"), a leading China-based pharmaceutical and biotechnology
research and development outsourcing company, today announced the
completion of the merger contemplated by the previously announced
Agreement and Plan of Merger dated December
21, 2012 (the "Merger Agreement"), by and among the Company,
ShangPharma Holdings Limited ("Holdings"), ShangPharma Parent
Limited ("Parent") and ShangPharma Merger Sub Limited ("Merger
Sub"). As a result of the merger, the Company became a wholly
owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on March 20, 2013, all of the
Company's ordinary shares (including ordinary shares represented by
American depositary shares, each representing eighteen ordinary
shares ("ADS")) issued and outstanding immediately prior to the
effective time of the merger have been cancelled and converted into
and exchanged for the right to receive US$0.50 per ordinary share or US$9.00 per ADS, in each case, in cash, without
interest and net of any applicable withholding taxes, except for
(i) the ordinary shares (including ordinary shares represented by
ADSs) owned by Holdings, Parent, Merger Sub, Mr. Michael Xin Hui, the chairman of the board of
directors and chief executive officer of the Company, ChemExplorer
Investment Holdings Ltd., ChemPartner Investment Holdings Limited,
Joint Benefit Group Limited, Han Ming Tech Investment Limited
(limited to 1,802,506 ordinary shares held by it), TPG Star
Charisma Limited and TPG Biotech II Charisma Limited, (ii) the
ordinary shares owned by the Company as treasury shares and
ordinary shares owned by ChemExplorer Investment Holdings Ltd. and
ChemPartner Investment Holdings Limited, each an affiliate of Mr.
Michael Xin Hui, as are required to
fully settle any and all vested but unsettled restricted share
units granted by the Company under certain equity incentive plans,
and (iii) the ordinary shares owned by holders of such ordinary
shares who have validly exercised and not effectively withdrawn or
lost their appraisal rights pursuant to Section 238 of the
Companies Law (2012 Revision) of the Cayman Islands.
Registered shareholders entitled to the merger consideration
will receive a letter of transmittal and instructions on how to
surrender their share certificates in exchange for the merger
consideration and should wait to receive the letter of transmittal
before surrendering their share certificates. Payment of the
merger consideration will be made to surrendering ADS holders as
soon as practicable after JPMorgan Chase Bank, N.A., the Company's
ADS depositary, receives the merger consideration.
The Company also announced today that it requested that trading
of its ADSs on the New York Stock Exchange (the "NYSE") to be
suspended beginning on March 28,
2013. The Company requested that the NYSE file a Form 25 with
the Securities and Exchange Commission (the "SEC") notifying the
SEC of the delisting of its ADSs on the NYSE and the deregistration
of the Company's registered securities. The Company intends
to terminate its reporting obligations under the Securities
Exchange Act of 1934, as amended, by promptly filing a Form 15 with
the SEC. The Company's obligation to file with the SEC
certain reports and forms, including Form 20-F and Form 6-K, will
be suspended immediately as of the filing date of the Form 15 and
will cease once the deregistration becomes effective.
About ShangPharma Corporation
ShangPharma Corporation (NYSE: SHP) is a leading China-based contract research organization
providing high-quality and cost-effective services for the
pharmaceutical and biotechnology industry. It offers a broad range
of high-quality, integrated services across the drug discovery and
development process to help international and Chinese
pharmaceutical and biotechnology companies discover and develop
novel drug candidates efficiently. The Company's services consist
of discovery chemistry, discovery biology and preclinical
development, pharmaceutical development and biologics services. For
more information, please visit www.shangpharma.com.
Safe Harbor: Forward-Looking Statements
This document may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Forward-looking statements can generally be identified
by the use of forward-looking terminology such as "will," "should,"
"may," "believes," "expects" or similar expressions. Such
information is based upon expectations of the Company's management
that were reasonable when made but may prove to be incorrect. All
of such assumptions are inherently subject to uncertainties and
contingencies beyond the Company's control and based upon premises
with respect to future business decisions, which are subject to
change. The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
For further information, please contact:
ShangPharma Corporation
William Dai
Chief Financial Officer
E-mail: IR@shangpharma.com
Brunswick Group
Josh Gartner
E-mail: shangpharma@brunswickgroup.com
Phone: 86-10-5960-8600
SOURCE ShangPharma Corporation