SHENZHEN, China, Nov. 29, 2010 /PRNewswire-Asia-FirstCall/ --
Tongjitang Chinese Medicines Company ("Tongjitang" or the
"Company") (NYSE: TCM), a leading specialty pharmaceutical company
focusing on the development, manufacturing, marketing and selling
of modernized traditional Chinese medicine in China, today announced that it has filed a
going-private transaction statement on Schedule 13E-3
("Going-Private Statement") with the United States Securities and
Exchange Commission ("SEC"). Attached as an exhibit to the
Going-Private Statement is a preliminary proxy statement (the
"Preliminary Proxy Statement") to be used in connection with an
extraordinary general meeting of shareholders (the "EGM") which
Tongjitang expects to hold on or about February 28, 2011, subject to obtaining required
regulatory approvals prior to such date.
As described more fully in the Going-Private Statement and the
Preliminary Proxy Statement, the business to be transacted at the
EGM includes shareholder approval of the proposed merger and the
agreement and plan of merger, dated as of October 29, 2010, by and among Fosun Industrial
Co., Limited, Hanmax Investment Limited, Tonsun International
Company Limited, and the Company (the "Merger Agreement"). The
proposed merger and the Merger Agreement are more fully described
in the Going-Private Statement and the exhibits attached thereto,
including the Preliminary Proxy Statement. In addition, a copy of
the Merger Agreement is attached as an exhibit to the Preliminary
Proxy Statement. The Company's shareholders and ADS holders are
urged to review the Going-Private Statement and all of the exhibits
thereto, including the Preliminary Proxy Statement and the Merger
Agreement, for more information regarding the proposed merger and
the Merger Agreement.
Additional Information About the Transaction
In connection with the proposed merger, the Company will prepare
and cause to be mailed a final proxy statement to its shareholders
and ADS holders. Preliminary drafts of the Going-Private Statement
and the proxy statement have been filed with the SEC. In
addition, amendments to such documents and the final versions of
such documents will be filed with the SEC as they become available.
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ THESE MATERIALS
AND OTHER MATERIAL FILED WITH OR FURNISHED TO THE SEC CAREFULLY
WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER, THE COMPANY, THE OTHER PARTIES TO THE
MERGER AGREEMENT, AND RELATED MATTERS. In addition to receiving
the final proxy statement by mail, shareholders and ADS holders
also will be able to obtain the final Going-Private Statement and
the final proxy statement, as well as other filings containing
information about the Company, the proposed merger, the Merger
Agreement, and related matters, without charge, from the SEC's
website (http://www.sec.gov) or at the SEC's public reference room
located at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these
documents can be obtained, without charge, by contacting the
Company at the following address and/or phone number:
Tongjitang Chinese Medicines Company
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5/F Blk B, Nanshan Medical Device Park
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1019 Nanhai Avenue, Nanshan District
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Shenzhen, Guangdong 518067
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(86 755) 2689 1550
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Forward-Looking Statements
Statements about the expected timing, completion and effects of
the proposed merger, and all other statements in this press release
other than historical facts, constitute forward-looking statements
within the meaning of the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Readers are
cautioned not to place undue reliance on these forward-looking
statements, each of which is qualified in its entirety by reference
to the following cautionary statements. Forward-looking statements
speak only as of the date hereof and are based on current
expectations and involve a number of assumptions, risks and
uncertainties that could cause actual results to differ materially
from those projected in the forward-looking statements. A number of
the matters discussed herein that are not historical or current
facts deal with potential future circumstances and developments, in
particular, whether and when the transactions contemplated by the
Merger Agreement will be consummated and the expected date of the
EGM. The discussion of such matters is qualified by the inherent
risks and uncertainties surrounding future expectations generally,
and also may materially differ from actual future experience
involving any one or more of such matters. Such risks and
uncertainties include: any conditions imposed on the parties in
connection with consummation of the transactions described herein;
approval of the proposed merger and adoption of the Merger
Agreement by our shareholders; satisfaction of various other
conditions to the closing of the proposed merger and the other
transactions contemplated by the Merger Agreement, including
receipt of required regulatory approvals; and the risks that are
described from time to time in our reports filed with the SEC,
including our Form 20-F for the year ended December 31, 2009. This press release speaks only
as of its date, and we disclaim any duty to update the information
herein.
About Tongjitang Chinese Medicines Company
Tongjitang Chinese Medicines Company, through its operating
subsidiaries Guizhou Tongjitang Pharmaceutical Co. Ltd., Guizhou
Long-Life Pharmaceutical Co. Ltd., Qinghai Pulante Pharmaceutical
Co. Ltd. and Anhui Jingfang Pharmaceutical Co. Ltd., is a
vertically integrated specialty pharmaceutical company focused on
the development, manufacturing, marketing and selling of modernized
traditional Chinese medicine in China. Tongjitang's principal executive
offices are located in Shenzhen,
China.
Tongjitang's flagship product, Xianling Gubao, is the leading
traditional Chinese medicine for the treatment of osteoporosis in
China as measured by sales in
Renminbi. In addition to Xianling Gubao, the Company manufactures
and markets 35 other modernized traditional Chinese medicine
products and 36 western medicines. Please visit www.tongjitang.com
for more information.
Contact:
ICR,
Inc.
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Investor Relations
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Ashley M. Ammon or Christine Duan,
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Phone: +1-203-682-8200
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SOURCE Tongjitang Chinese Medicines Company