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»29/03/2010 [Industry news]
Dragon Pharmaceuticals Inc. to Go Private for $0.82/Share

Dragon Pharmaceutical Inc. announced today that it has entered into a definitive merger agreement to be acquired by Chief Respect Limited, a Hong Kong corporation, which is a newly created entity controlled by Dragon Pharma\'s Chairman and Chief Executive Officer, Yanlin Han

 
Dragon Pharmaceutical Inc. announced today that it has entered into a definitive merger agreement to be acquired by Chief Respect Limited, a Hong Kong corporation, which is a newly created entity controlled by Dragon Pharma\'s Chairman and Chief Executive Officer, Yanlin Han, for $0.82 per share in cash. Mr. Han is the largest shareholder of the Company owning 37.95% of the total outstanding shares. Under the terms of the merger agreement, Dragon Pharma shareholders, other than Mr. Han and shareholders who exercise their dissenter\'s rights, will receive $0.82 in cash for each outstanding share of Dragon Pharma\'s common stock, representing a premium of approximately 37% over the Company\'s closing share price of $0.60 on January 22, 2010, the last trading day prior to public announcement of Mr. Han\'s initial proposal received on January 15, 2010 to acquire the Company for $0.80 per share. The $0.82 per share purchase price also represents a premium of 2.5% over Mr. Han\'s initial proposal, and a premium of 19% over the Company\'s closing share price of $0.69 on March 26, 2010, the last trading day prior to today\'s announcement. A special committee of independent directors consisting of Mr. Peter Mak, Chairman, Dr. Jin Li and Dr. Heinz Frey was established to act on behalf of the Company to evaluate Mr. Han\'s proposal and consider other alternatives. After consideration of Mr. Han\'s proposal and other potential alternatives, and discussions with independent counsel and a financial advisor who provided a fairness opinion, the special committee unanimously recommended approval of the merger to the full board. Based upon this recommendation, Dragon Pharma\'s Board of Directors (with Mr. Yanlin Han not present) approved the merger and resolved to recommend that Dragon Pharma\'s shareholders approve the merger. \"The special committee worked hard on this process over the past two and one-half months,\" said Mr. Peter Mak, Chairman of the Special Committee. \"With the assistance of our independent financial advisor and legal counsel, the special committee considered Mr. Han\'s proposal and our current alternatives including staying independent. After our review, we determined that this merger is in the best interests of the Company and its shareholders.\" The merger is expected to close in the second quarter of 2010 and is subject to certain closing conditions, including approval by Dragon Pharma\'s shareholders, meeting certain requirements of the Toronto Stock Exchange, and other closing conditions set forth in the merger agreement. Under Florida law, the adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares entitled to vote. Under the rules of the Toronto Stock Exchange, the merger agreement must be approved by the holders of a majority of the outstanding shares entitled to vote, excluding the votes of those shares owned by Yanlin Han or any other \"interested\" shareholders

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