WuXi PharmaTech has entered into a merger agreement with New WuXi Life Science and WuXi Merger, a wholly owned subsidiary of Parent.

Parent will acquire the company for cash consideration equal to $5.75 per ordinary share of the company and $46 per American Depositary Share (ADS) of the company, each representing eight shares, or about $3.3 billion in aggregate cash consideration. That figure represents a 16.5% premium over the closing price of $39.50 per ADS as quoted by the New York Stock Exchange on April 29, and a premium of 18.9% and 20.1%, respectively, over the company’s 30- and 60- trading day volume-weighted average price as quoted by the NYSE prior to April 29, 2015, the last trading day prior to the company’s announcement on April 30 that it had received a non-binding “going private” proposal.

Immediately following the consummation of the transactions contemplated by the merger agreement, Parent will be beneficially owned by a consortium comprised of:

• New investors including affiliates of or funds managed or advised by Ally Bridge Group Capital Partners, Boyu Capital, Temasek Life Sciences Private and Ping An Insurance;
• Hillhouse Fund II, an existing shareholder of the company and an affiliate of Hillhouse Capital; and
• Founders and executive officers of the company who have elected to roll-over their interest in the company in connection with the merger including Dr. Ge Li, the chairman and chief executive officer; Xiaozhong Liu, an executive vice president and a director; Zhaohui Zhang, a senior vice president of operations, the head of domestic marketing and a director; and Dr. Ning Zhao, a senior vice president of operations, the head of corporate human resources and a director.

The merger, which is expected to close during the fourth quarter of 2015, is subject to shareholder approval as well as certain other customary closing conditions.