Simcere Pharmaceutical Group, a leading pharmaceutical company specializing in the development, manufacturing, and marketing of branded and proprietary pharmaceuticals in China, announced that its Board of Directors has received a non-binding proposal letter from Mr. Jinsheng Ren, BVI-registered company New Good Management Limited, controlled by Mr. Jinsheng Ren, and Assure Ahead Investments Limited and its affiliates (the Buyer Group), for the acquisition of all the outstanding ordinary shares of Simcere that are not currently owned by the Buyer Group. It is proposed that the shares would be purchased for US$9.56 per American Depositary Share, or US$4.78 per ordinary share.
For the purpose of pursuing the proposed transaction, the Buyer Group will form a transaction vehicle. The transaction is planned to be financed with a combination of debt and equity capital.
The Board of Directors of Simcere Pharmaceutical Group has formed a special committee of independent directors to consider the proposed transaction.
Several weeks ago, the oil and natural gas company Transmeridian Exploration Inc., formed by Chief Executive Lorrie T. Olivier, and its BVI-registered subsidiary Trans Meridian International, Inc. (TMI) entered into a definitive merger agreement pursuant to which TMI, through its wholly owned subsidiary, willÂ make a tender offer of $3 per share, to purchase all of company’s outstanding shares of common stock.
The $3.00 per share cash consideration is 114% more than the $1.40 closing price of Transmeridian’s common stock on December 28, 2007, and implies an enterprise value of the company in the amount of approximately $825 million.
The purpose of tender offer is to acquire for cash as many outstanding shares of Transmeridian as possible, as a first step in a ‘going private’ transaction resulting in the BVI company acquiring the entire equity interest in Transmeridian. Actually, the merger agreement permits Transmeridian to solicit competing offers until the time when Trans Meridian is able to provide financing. The company may terminate the agreement in case it receives any superior proposals, and is not required to pay any termination or break-up fees to the BVI-based Trans Meridian International, except for reimbursement of expenses up to $3 million.
Also, Transmeridian has the right to terminate the agreement without liability at any time after January, 31, if the BVI company still has not secured financing. TMI may terminate the merger agreement at any time after February 29, 2008 if this condition is not satisfied. In either of these cases,Â TMI would incur no liability to Transmeridian.
Transmeridian Exploration Incorporated is focused on acquisition and development of oil reserves in the Caspian Sea region. In July 2007, the company already announced the extension of exchange offer by its BVI subsidiary, in the amount of 290 million USD.
The BVI company Sherwood Investments Overseas Ltd. announced last week that it has offered to buy music retailer Trans World Entertainment Corp. for $217 mln. Trans World was operating F.Y.E., a more-than-950-store music retail chain.
The $7-share offer was made in a letter to the board of Albany, N.Y.-based Trans World by Sherwood Investments, aÂ BVI-corporation headed by Julian Benscher, with a Windermere mailing address inside Isleworth. The BVI company, which said it owns 4.95% of Trans World shares, offered to buy the rest of the company because it thinks its properties are worth $8 a share. Meanwhile, Trans World had offered this month to buy the part of minority shareholders for $5 a share.
A message left with Trans World’s CFO John Sullivan was not immediately returned.