UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
3SBio Inc.
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
American Depositary Shares, each representing seven Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
88575Y105
(CUSIP Number)
OrbiMed Advisors LLC
OrbiMed Capital LLC
Samuel D. Isaly
601 Lexington Avenue, 54th Floor
New York, NY 10022
Telephone: (212) 739-6400
Copies to:
Warren S. de Wied, Esq.
Wilson Sonsini Goodrich & Rosati
1301 Avenue of the Americas
New York, New York 10019
Telephone: 212 999-5800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 12, 2013
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: x
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Introduction
This amendment no. 2 (“Amendment No. 2”) relates to the Ordinary Shares, par value $0.0001 per share, of 3SBio Inc. This Amendment No. 2 is filed jointly by OrbiMed Advisors LLC, a limited liability company organized under the laws of Delaware, OrbiMed Capital LLC, a limited liability company organized under the laws of Delaware, and Samuel D. Isaly, an individual (collectively, the “Reporting Persons”) to amend and supplement the Items set forth below of the Schedule 13D previously filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on April 8, 2013 (the “Schedule 13D”), as amended by Amendment No. 1, filed with the SEC on April 11, 2013. Except as provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined in this Amendment No.2 have meanings provided in the Schedule 13D.
Amendment No. 2 is filed to amend Item 4, Item 5 and Item 7 of the Schedule 13D as set forth below.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following:
On April 12, 2013, the Reporting Persons issued a press release, a copy of which is attached as Exhibit B.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended by adding the following:
Effective as of April 11, 2013, the conversion of all the Reporting Persons’ ADSs into Ordinary Shares, referred to in Item 1 of the Schedule 13D, is complete.
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:
| A. | Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC and Samuel D. Isaly. |
| B. | Press Release issued by the Reporting Persons on April 12, 2013. |
2
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 12, 2013
| OrbiMed Advisors LLC
| ||
| By: | /s/ Samuel D. Isaly | |
| Name: | Samuel D. Isaly | |
| Title: | Managing Member | |
|
OrbiMed Capital LLC
| ||
| By: | /s/ Samuel D. Isaly | |
| Name: | Samuel D. Isaly | |
| Title: | Managing Member
| |
| By: | /s/ Samuel D. Isaly | |
| Name: | Samuel D. Isaly | |
| Schedule 13D | Signature Page |
EXHIBIT INDEX
| Exhibit |
Description |
Page No. |
||||
| A. | Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC and Samuel D. Isaly | A-1 | ||||
| B. | Press Release issued by the Reporting Persons on April 12, 2013. | B-1 | ||||
| Schedule 13D | Signature Page |
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this second amendment, dated April 12, 2013 (the “Amendment No. 2”), to the Schedule 13D, dated April 8, 2013, with respect to the American Depositary Shares, each representing seven Ordinary Shares, par value $0.0001 per share, of 3SBio Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Amendment No. 2. Each of the undersigned agrees to be responsible for the timely filing of the Amendment No. 2, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 12th day of April, 2013.
| OrbiMed Advisors LLC
| ||
| By: | /s/ Samuel D. Isaly | |
| Name: | Samuel D. Isaly | |
| Title: | Managing Member | |
|
OrbiMed Capital LLC
| ||
| By: | /s/ Samuel D. Isaly | |
| Name: | Samuel D. Isaly | |
| Title:
|
Managing Member
| |
| By: | /s/ Samuel D. Isaly | |
| Name: | Samuel D. Isaly | |
| Schedule 13D | Signature Page |
Exhibit B
GLASS LEWIS RECOMMENDS 3SBIO SHAREHOLDERS VOTE AGAINST MANAGEMENT BUYOUT PROPOSAL
| • | Advisory firm cites inadequate valuation, unfair sale process and excessive management influence |
| • | OrbiMed reiterates plans to vote against the transaction |
NEW YORK, April 12, 2013/PRNewswire/ - OrbiMed Advisors LLC (“OrbiMed”) today announced that Glass Lewis & Co., a leading provider of corporate governance services to institutional shareholders, has recommended that shareholders of 3SBio (SSRX:NASDAQ) vote AGAINST the company’s going-private acquisition by a consortium of buyers that includes the company’s Chairman and CEO and other senior executives.
In its report, Glass Lewis stated, “We’re ultimately uncomfortable with management’s influence on the proposed transaction and the board’s handling of these matters given the unique circumstances of the Company and the value offered to unaffiliated shareholders in the proposed buyout.”
The report specifically criticizes management’s handling of a third-party offer for 3SBio at a value significantly higher than the agreed upon buyout price: “Were it not for the CFO’s and management’s stiff-arming of Party A, we believe the Company likely could have sold itself for a higher price than presently offered to shareholders.”
Glass Lewis also concluded that the company’s business prospects suggest a higher buyout value:
“Given the continued positive outlook of {3SBio}, consisting of projected double-digit revenue growth and healthy profit margins, as well as some indications in the valuation analysis that the buyout price may be on the low side, management’s proposed offer appears insufficient in our view.”
In response to the Glass Lewis report, OrbiMed said, “We concur with this report’s criticism of the flawed buyout process and management’s inherent conflicts, and as one of 3SBio’s largest shareholders (9.5% of outstanding ADSs), we intend to vote our shares against the transaction.”
About OrbiMed
OrbiMed Advisors LLC is a leading investment firm dedicated exclusively to the healthcare sector, with approximately $7 billion in assets under management. OrbiMed invests globally across the spectrum of healthcare companies, from venture capital start-ups to large multinational companies. OrbiMed’s team of over 60 professionals manages a series of private equity funds, hedge funds, royalty funds and other investment vehicles.
| Contact:
|
| OrbiMed Advisors LLC |
| Samuel D. Isaly, Managing Partner |
| 212-739-6400
|
| Georgeson Inc. |
| David S. Drake |
| 212-440-9861 |