Unassociated Document
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3
RULE
13e-3 TRANSACTION STATEMENT
Under
Section 13(e) of the Securities Exchange Act of 1934
DRAGON PHARMACEUTICAL
INC.
|
|
(Name
of the Issuer)
DRAGON
PHARMACEUTICAL INC.
CHIEF
RESPECT LIMITED
DATONG
INVESTMENT INC.
YANLIN
HAN
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|
(Names
of Person(s) Filing Statement)
Common Stock, par
value $0.001 per share
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|
(Title
of Class of Securities)
26143X100
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|
(CUSIP
Number of Class of Securities)
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|
Dragon
Pharmaceutical Inc.
650
West Georgia Street, Suite 310
Vancouver,
British Columbia
Canada
V6B 4N9
(604)669-8817
(604) 669-4243
(fax)
|
Chief
Respect Limited
Datong
Investment Inc.
Yanlin
Han
c/o
Jade & Fountain
Attn:
Scott Y. Guan
31
Floor, Tower B, Far East International Plaza
317
Xian Xia Road
Shanghai,
200051 China
+86
21 6235 1185
+86 21 6235 1477
(fax)
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
With
Copies to:
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Daniel
B. Eng
Bullivant
Houser Bailey PC
601
California Street, Suite 1800
San
Francisco, CA 94108
(415)
352-2700
(415)
352-2701 (fax)
|
This
statement is filed in connection with (check the appropriate box):
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x
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a.
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The
filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
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o
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b.
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The
filing of a registration statement under the Securities Act of
1933.
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Check the
following box if the soliciting materials or information statement referred to
in checking box (a) are preliminary copies: x
Check the
following box if the filing is a final amendment reporting the results of the
transaction: o
CALCULATION
OF FILING FEE
|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
$56,745,662
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$4,046
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*The
transaction valuation was determined based upon the sum of: (a) $0.82 per each
of 67,066,418 shares of the voting common stock of Dragon Pharmaceutical Inc.;
and (b) in-the-money 7,960,000 stock options with respect to shares of common
stock multiplied by $0.22 per share (which is the difference between $0.82 and
the weighted average exercise price of $0.60 per share).
** In
accordance with Securities and Exchange Commission Exchange Act Rule 0-11(c),
the filing fee was determined by multiplying the transaction value of
$56,745,662 by 0.0000713.
|
|
x
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Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration number, or the Form or
Schedule and the date of its
filing.
|
Amount
Previously Paid: $4,046
Form or
Registration No.: Schedule 14A
Filing
Party: Dragon Pharmaceutical Inc.
Date
Filed: March 31, 2010
INTRODUCTION
This Rule
13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto
(this “Transaction Statement”), is being filed with the Securities and Exchange
Commission (“SEC”) by (1) Dragon Pharmaceutical Inc., a Florida corporation
(“Dragon” or the “Company”), the issuer of the common stock that is subject to
the Rule 13e-3 transaction, (2)Chief Respect Limited, a Hong Kong corporation
(“Parent”), (3) Datong Investment Inc., a Florida corporation (“MergerSub”), and
(4) Yanlin Han, an individual, Chairman of the Board of Directors and
Chief Executive Officer of the Company (“Mr. Han”) (collectively, the “Filing
Persons”).
This
Transaction Statement relates to the Agreement and Plan of Merger, dated as of
March 26, 2010, by and among the Company, Parent, MergerSub and Mr. Han ( the
“Merger Agreement”). If the Merger Agreement is adopted by the Company’s
shareholders and the other conditions to closing of the Merger (as defined
below) are satisfied or waived, MergerSub will merge with and into the Company,
with the Company continuing as a surviving corporation and becoming a subsidiary
of Parent with Mr. Han and Parent as the shareholders of the surviving
corporation (the “Merger”).
If the
Merger is completed, each outstanding share of the Company’s common stock, other
than as provided below, will be converted into the right to receive $0.82 in
cash, without interest and less any applicable withholding taxes (the “Merger
Consideration”). The following outstanding shares of the Company’s
common stock will not be converted into the right to receive the Merger
Consideration in connection with the Merger: (i) shares held by any of the
Company’s shareholders who are entitled to and who properly exercise appraisal
rights under Florida law; and (ii) shares owned by Mr. Han (the “Effective
Time”).
Concurrently
with the filing of this Transaction Statement, the Company is filing with the
SEC a preliminary proxy statement (the “Proxy Statement”) under Regulation 14A
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
relating to the special meeting of the shareholders of the Company at which the
Company’s shareholders will consider and vote upon a proposal to approve and
adopt the Merger Agreement. The adoption of the Merger Agreement
requires the affirmative vote of the holders of a majority of the outstanding
shares of the Company’s common stock under Florida law. In addition,
under the rules of the Toronto Stock Exchange the Merger Agreement must be
approved by holders of common stock representing a majority of the shares of
outstanding common stock excluding shares of common stock owned by Mr.
Han.
Pursuant
to General Instruction F to Schedule 13E-3, the information in the Proxy
Statement, including all appendixes and exhibits thereto, is expressly
incorporated by reference herein in its entirety, and responses to each item
herein are qualified in their entirety by the information contained in the Proxy
Statement. The cross references below are being supplied pursuant to General
Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of
the information required to be included in response to the items of Schedule
13E-3. Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Proxy Statement. All information contained in this
Transaction Statement concerning any of the Filing Persons has been provided by
such Filing Persons, and no Filing Person has produced any disclosure with
respect to any other Filing Person.
The
filing of this Transaction Statement shall not be construed as an admission by
any of the Filing Persons or by any affiliate of a Filing Person, that the
Company is “controlled” by any other Filing Person or that any Filing Person is
an “affiliate” of the Company within the meaning of Rule 13e-3 under Section
13(e) of the Exchange Act.
TABLE
OF CONTENTS
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Item
1.
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Summary
Term Sheet
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1
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Item
2.
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Subject
Company Information
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1
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Item
3.
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Identity
and Background of Filing Person(s)
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1
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Item
4.
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Terms
of the Transaction
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2
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Item
5.
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Past
Contacts, Transactions, Negotiations and Agreements
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3
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Item
6.
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Purposes
of the Transaction and Plans or Proposals
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4
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Item
7.
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Purposes,
Alternatives, Reasons and Effects
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5
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Item
8.
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Fairness
of the Transaction
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7
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Item
9.
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Reports,
Opinions, Appraisals and Negotiations
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8
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Item
10.
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Source
and Amounts of Funds or Other Consideration
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8
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Item
11.
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Interest
in Securities of the Subject Company
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9
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Item
12.
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The
Solicitation or Recommendation
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9
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Item
13.
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Financial
Statements
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10
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Item
14.
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Persons/Assets,
Retained, Employed, Compensated or Used
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10
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Item
15.
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Additional
Information
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11
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Item
16.
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Exhibits
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11
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SIGNATURES
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12
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Item
1. Summary Term Sheet
The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET”
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
Item
2. Subject Company Information
(a) Name and Address. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET—The Parties to the Merger”
“THE PARTIES TO THE MERGER—Dragon
Pharmaceutical Inc.”
(b) Securities. The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
“THE
SPECIAL MEETING—Record Date; Shares Entitled to Vote; Quorum”
(c) Trading Market and Price. The
information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
“SUMMARY
TERM SHEET—Market Prices and Dividend Data”
“IMPORTANT
INFORMATION REGARDING DRAGON PHARMACEUTICAL INC.—Market Price of Our Company
Common Stock and Dividend Information”
(d) Dividends. The information
set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
“IMPORTANT
INFORMATION REGARDING DRAGON PHARMACEUTICAL INC.—Market Price of Our Company
Common Stock and Dividend Information”
(e) Prior Public
Offerings.
“IMPORTANT
INFORMATION REGARDING DRAGON PHARMACEUTICAL INC.—Prior Public
Offerings”
(f) Prior Stock Purchases. The
information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
“IMPORTANT
INFORMATION REGARDING DRAGON PHARMACEUTICAL INC.—Prior Stock
Purchases”
Item
3. Identity and Background of Filing Person(s)
(a) Name and Address. Dragon
Pharmaceutical Inc. is the subject company. The information set forth in the
Proxy Statement under the following captions is incorporated herein by
reference:
“SUMMARY
TERM SHEET—The Parties to the Merger”
“THE
PARTIES TO THE MERGER”
“IMPORTANT
INFORMATION REGARDING DRAGON PHARMACEUTICAL INC.—Directors and Executive
Officers”
“IMPORTANT
INFORMATION REGARDING MR. HAN, PARENT AND MERGERSUB”
(b) Business and Background of
Entities. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET—The Parties to the Merger”
“THE
PARTIES TO THE MERGER”
“IMPORTANT
INFORMATION REGARDING DRAGON PHARMACEUTICAL INC.—Directors and Executive
Officers”
“IMPORTANT
INFORMATION REGARDING MR. HAN, PARENT AND MERGERSUB”
(c) Business and Background of Natural
Persons. The information set forth in the Proxy Statement under the
following caption is incorporated herein by reference:
“IMPORTANT
INFORMATION REGARDING DRAGON PHARMACEUTICAL INC.—Directors and Executive
Officers”
“IMPORTANT
INFORMATION REGARDING MR. HAN, PARENT AND MERGERSUB”
Item
4. Terms of the Transaction
(a) Material Terms. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET”
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“THE
SPECIAL MEETING”
“SPECIAL
FACTORS”
“THE
MERGER AGREEMENT”
“APPENDIX
A—AGREEMENT AND PLAN OF MERGER”
(c) Different Terms. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET—Interests of Our Executive Officers and Directors in the
Merger”
“SUMMARY
TERM SHEET—Treatment of Outstanding Stock Options”
“SPECIAL
FACTORS—Interests of Our Executive Officers and Directors in the
Merger”
“SPECIAL
FACTORS—Effects of the Merger”
“SPECIAL
FACTORS—Plans for Our Company After the Merger”
“SPECIAL
FACTORS-Change in Control Benefits for Executive Officers”
“THE
MERGER AGREEMENT—Treatment of Outstanding Stock Options”
(d) Appraisal Rights. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET—Appraisal Rights”
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER—What rights do I have if I
oppose the merger?”
“SPECIAL
FACTORS—Appraisal Rights”
“SPECIAL
FACTORS—Exercise of Dissent Rights”
“APPENDIX
C-1 — DISSENT & APPRAISAL RIGHTS OF THE FLORIDA BUSINESS CORPORATIONS
ACT”
“APPENDIX
C-2 — DISSENTER’S APPRAISAL NOTICE”
(e) Provisions for Unaffiliated Security
Holders. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SPECIAL
FACTORS—Provisions for Unaffiliated Shareholders”
(f) Eligibility for Listing or
Trading. Not applicable.
Item
5. Past Contacts, Transactions, Negotiations and Agreements
(a) Transactions. The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
“SUMMARY
TERM SHEET—Interests of Our Executive Officers and Directors in the
Merger”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS—Interests of Our Executive Officers and Directors in the
Merger”
“SPECIAL
FACTORS—Related Party Transactions”
(b) Significant Corporate Events.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SPECIAL
FACTORS—Background of the Merger”
“IMPORTANT
INFORMATION REGARDING DRAGON PHARMACEUTICAL INC.—Directors and Executive
Officers”
(c) Negotiations or Contacts. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET—Treatment of Outstanding Stock Options”
“SUMMARY
TERM SHEET—Interests of Our Executive Officers and Directors in the
Merger”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS—Treatment of Outstanding Stock Options”
“SPECIAL
FACTORS—Interests of Our Executive Officers and Directors in the
Merger”
“SPECIAL
FACTORS- Related Party Transactions”
(e) Agreements Involving the Subject
Company’s Securities. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET—Intentions of Our Directors and Executive Officers and Voting
Commitment”
“SPECIAL
FACTORS—Change in Control Benefits for Our Executive Officers”
“SPECIAL
FACTORS—Voting Intentions of Our Directors and Executive Officers and Voting
Commitment of Mr. Han, Parent and MergerSub”
“THE
MERGER AGREEMENT—Treatment of Outstanding Stock Options”
Item
6. Purposes of the Transaction and Plans or Proposals
(b) Use of Securities Acquired.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET—Merger Consideration”
“THE
MERGER AGREEMENT—Merger Consideration”
(c)(1)-(8)
Plans. The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER—What effects will the
merger have on Our Company?”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS—Effects of the Merger”
“SPECIAL
FACTORS—Plans for Our Company After the Merger”
“SPECIAL
FACTORS —Effects on the Market for the Shares; OTC Bulletin Board and TSX
Listing; Registration Under the Exchange Act”
Item
7. Purposes, Alternatives, Reasons and Effects
(a) Purposes. The information set
forth in the Proxy Statement under the following captions is incorporated herein
by reference:
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS—Reasons for the Merger and Recommendation of the Special Committee and
Our Board of Directors”
“SPECIAL
FACTORS—Purpose and Reasons for the Merger for Parent, MergerSub and Mr.
Han”
“SPECIAL
FACTORS—Position of Parent, MergerSub and Mr. Han as to the Fairness of the
Merger”
(b) Alternatives. The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS—Reasons for the Merger and Recommendation of the Special Committee and
Our Board of Directors”
“SPECIAL
FACTORS—Purpose and Reasons for the Merger for Parent, MergerSub and Mr.
Han”
“SPECIAL
FACTORS—Position of Parent, MergerSub and Mr. Han as to the Fairness of the
Merger”
(c)
Reasons. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SPECIAL
FACTORS—Reasons for the Merger and Recommendation of the Special Committee and
Our Board of Directors”
“SPECIAL
FACTORS—Purpose and Reasons for the Merger for Parent, MergerSub and Mr.
Han”
“SPECIAL
FACTORS—Position of Parent, MergerSub and Mr. Han as to the Fairness of the
Merger”
“SPECIAL
FACTORS—Plans for Our Company After the Merger”
(d) Effects. The information set
forth in the Proxy Statement under the following captions is incorporated herein
by reference:
“SUMMARY
TERM SHEET—The Merger”
“SUMMARY
TERM SHEET—The Merger Consideration”
“SUMMARY
TERM SHEET—Treatment of Outstanding Stock Options”
“SUMMARY
TERM SHEET—Material United States Federal Income Tax Consequences of the
Merger”
“SUMMARY
TERM SHEET—Material Canadian Federal Income Tax Consequences of the
Merger”
“SUMMARY
TERM SHEET—Interests of Our Executive Officers and Directors in the
Merger”
“QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER—What effects will the
merger have on Our Company?”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS—Form of the Merger”
“SPECIAL
FACTORS—Merger Consideration”
“SPECIAL
FACTORS—Plans for Our Company After the Merger”
“SPECIAL
FACTORS Effects on the Market for the Shares; OTC Bulletin Board and TSX
Listing; Registration Under the Exchange Act
“SPECIAL
FACTORS—Effects of the Merger”
“SPECIAL
FACTORS—Effects on Our Company if the Merger is Not Completed”
“SPECIAL
FACTORS—Material United States Federal Income Tax Consequences of the
Merger”
“SPECIAL
FACTORS—Material Canadian Federal Income Tax Consequences of the
Merger”
“SPECIAL
FACTORS—Interests of Our Executive Officers and Directors in the
Merger”
“SPECIAL
FACTORS—Estimated Fees and Expenses of the Merger”
“MERGER
AGREEMENT—Treatment of Outstanding Stock Options”
Item
8. Fairness of the Transaction
(a) Fairness. The information set
forth in the Proxy Statement under the following captions is incorporated herein
by reference:
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS—Reasons for the Merger and Recommendation of the Special Committee and
Our Board of Directors”
“SPECIAL
FACTORS—Position of Parent, MergerSub and Mr. Han as to the Fairness of the
Merger”
(b) Factors Considered in Determining
Fairness. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET—Opinion of the Special Committee’s Financial Advisor”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS—Reasons for the Merger and Recommendation of the Special Committee and
Our Board of Directors”
“SPECIAL
FACTORS—Opinion of the Special Committee’s Financial Advisor”
“SPECIAL
FACTORS—Position of Parent, MergerSub and Mr. Han as to the Fairness of the
Merger”
“APPENDIX
B—OPINION OF CANACCORD ADAMS DATED MARCH 26, 2010”
(c) Approval of Security Holders.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET—The Special Meeting of Shareholders”
“THE
SPECIAL MEETING—Record Date; Shares Entitled to Vote; Quorum”
“THE
SPECIAL MEETING—Vote Required”
(d) Unaffiliated Representative.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS—Reasons for the Merger and Recommendation of the Special Committee and
Our Board of Directors”
(e)
Approval of Directors.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SPECIAL
FACTORS—Reasons for the Merger and Recommendation of the Special Committee and
Our Board of Directors”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS—Reasons for the Merger and Recommendation of the Special Committee and
Our Board of Directors”
“SPECIAL
FACTORS—Interests of Our Executive Officers and Directors in the
Merger”
(f) Other Offers.
None.
Item
9. Reports, Opinions, Appraisals and Certain Negotiations
(a) – (c)
Report, Opinion or Appraisal;
Preparer and Summary of the Report, Opinion or Appraisal; Availability of
Documents. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET—Opinion of the Special Committee’s Financial Advisor”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS—Reasons for the Merger and Recommendation of the Special Committee and
Our Board of Directors”
“SPECIAL
FACTORS—Opinion of the Special Committee’s Financial Advisor”
“APPENDIX
B—OPINION OF CANACCORD ADAMS, DATED MARCH 26, 2010”
“WHERE
YOU CAN FIND MORE INFORMATION”
Item
10. Source and Amounts of Funds or Other Consideration
(a) Source of Funds. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET—Parent’s Financing for the Transaction-Good Faith
Deposit”
“SPECIAL
FACTORS—Parent’s Financing for the Transaction-Good Faith Deposit”
“SPECIAL
FACTORS—Estimated Fees and Expenses of the Merger”
(b)
Conditions. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET—Parent’s Financing for the Transaction-Good Faith
Deposit”
“SPECIAL
FACTORS— Parent’s Financing for the Transaction-Good Faith Deposit”
“MERGER
AGREEMENT—Financing-Good Faith Deposit”
(c) Expenses. The information set
forth in the Proxy Statement under the following captions is incorporated herein
by reference:
“THE
SPECIAL MEETING—Solicitation of Proxies”
“SPECIAL
FACTORS— Parent’s Financing for the Transaction-Good Faith Deposit”
“SPECIAL
FACTORS—Estimated Fees and Expenses of the Merger”
“SPECIAL
FACTORS—Opinion of the Special Committee’s Financial Advisor –Additional
Information”
“THE
MERGER AGREEMENT—Termination Fees”
(d) Borrowed Funds. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET— Parent’s Financing for the Transaction—Good Faith
Deposit”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS— Parent’s Financing for the Transaction—Good Faith Deposit”
Item
11. Interest in Securities of the Subject Company
(a) Securities Ownership. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET—Interests of Our Executive Officers and Directors in the
Merger”
“SPECIAL
FACTORS—Interests of Our Executive Officers and Directors in the
Merger”
“IMPORTANT
INFORMATION REGARDING DRAGON PHARMACEUTICAL INC.—Ownership of Common Stock by
Certain Beneficial Owners and Directors and Executive Officers”
(b) Securities Transactions. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“IMPORTANT
INFORMATION REGARDING DRAGON PHARMACEUTICAL INC.—During the Past Sixty
Days”
“IMPORTANT
INFORMATION REGARDING DRAGON PHARMACEUTICAL INC.—Ownership of Common Stock by
Certain Beneficial Owners and Directors and Executive Officers”
Item
12. The Solicitation or Recommendation
(d) Intent to Tender or Vote in a
Going-Private Transaction. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
“SUMMARY
TERM SHEET—Interests of Our Executive Officers and Directors in the
Merger”
“SUMMARY
TERM SHEET—Intentions of Our Directors and Executive Officers and Voting
Commitment”
“THE
SPECIAL MEETING—Vote Required for Approval”
“SPECIAL
FACTORS—Interests of Our Executive Officers and Directors in the
Merger”
“SPECIAL
FACTORS— Voting Intentions of Our Directors and Executive Officers and Voting
Commitment of Mr. Han, Parent and MergerSub”
(e) Recommendations of Others.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET—Recommendation of Our Board of Directors”
“THE
SPECIAL MEETING—Vote Required for Approval”
“SPECIAL
FACTORS—Reasons for the Merger and Recommendation of the Special Committee and
Our Board of Directors”
Item
13. Financial Statements
(a) Financial Statements. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“IMPORTANT
INFORMATION REGARDING DRAGON PHARMACEUTICAL INC.— Selected Financial
Data”
“IMPORTANT
INFORMATION REGARDING DRAGON PHARMACEUTICAL INC.—Book Value Per
Share”
“WHERE
YOU CAN FIND MORE INFORMATION”
“APPENDIX
D—ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
2009”
(b) Pro Forma Information. Not
applicable.
Item
14. Persons/Assets, Retained, Employed, Compensated or Used
(a) Solicitations or
Recommendations. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
“THE
SPECIAL MEETING—Solicitation of Proxies”
“THE
SPECIAL MEETING—Questions and Additional Information”
(b) Employees and Corporate
Assets. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET—Interests of Our Executive Officers and Directors in the
Merger”
“THE
SPECIAL MEETING—Solicitation of Proxies”
“SPECIAL
FACTORS—Interests of Our Executive Officers and Directors in the
Merger”
Item
15. Additional Information
(b) Other Material Information.
The information contained in the Proxy Statement, including all Appendixes
thereto, is incorporated herein by reference.
Item
16. Exhibits
(a)(1)
Preliminary Proxy Statement of Dragon Pharmaceutical Inc., incorporated herein
by reference to the Schedule 14A filed with the Securities and Exchange
Commission on March 26, 2010 (the “Proxy Statement”).
(a)(2)
Notice of Special Meeting of Shareholders of Dragon Pharmaceutical Inc.,
incorporated herein by reference to the Proxy Statement.
(a)(3)
Form of Preliminary Proxy Card, incorporated herein by reference to the Proxy
Statement.
(c)Opinion
of Canaccord Adams, dated March 26, 2010, incorporated herein by reference to
Appendix B of the Proxy Statement.
(d)(1)
Agreement and Plan of Merger dated as of March 26, 2010, by and among Dragon
Pharmaceutical Inc., Chief Respect Limited, Datong Investment Inc., and Yanlin
Han, incorporated herein by reference to Appendix A to the Proxy
Statement.
(f)(1)
Appraisal Rights, incorporated herein by reference to the Section entitled
“SPECIAL FACTORS—Appraisal Rights” in the Proxy Statement.
(f)(2) DISSENT & APPRAISAL
RIGHTS OF THE FLORIDA BUSINESS CORPORATIONS ACT –incorporated herein by reference to
Appendix C-1 of the Proxy Statement.
(f)(3)
Dissenter’s Appraisal Notice incorporated herein by reference to Appendix C-2 of
the Proxy Statement.
SIGNATURES
After due
inquiry and to the best of their knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
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March
31, 2010
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Dragon
Pharmaceutical Inc.
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/s/ Maggie Deng
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Title:
Chief Operating Officer
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March
31, 2010
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Chief
Respect Limited
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/s/ Yalin Han
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Title:
President and Chief Executive Officer
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March
31, 2010
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Datong
Investment Inc.
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/s/ Yanlin Han
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Title:
President and Chief Executive Officer
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March
31, 2010
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Yanlin
Han
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/s/ Yanlin Han
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Exhibit
Index
(a)(1)
Preliminary Proxy Statement of Dragon Pharmaceutical Inc., incorporated herein
by reference to the Schedule 14A filed with the Securities and Exchange
Commission on March 31, 2010 (the “Proxy Statement”).
(a)(2)
Notice of Special Meeting of Shareholders of Dragon Pharmaceutical Inc.,
incorporated herein by reference to the Proxy Statement.
(a)(3)
Form of Preliminary Proxy Card, incorporated herein by reference to the Proxy
Statement.
(c)Opinion
of Canaccord Adams, dated March 26, 2010, incorporated herein by reference to
Appendix B of the Proxy Statement.
(d)(1)
Agreement and Plan of Merger dated as of March 26, 2010, by and among Dragon
Pharmaceutical Inc., Chief Respect Limited, Datong Investment Inc., and Yanlin
Han, incorporated herein by reference to Appendix A to the Proxy
Statement.
(f)(1)
Appraisal Rights, incorporated herein by reference to the Section entitled
“SPECIAL FACTORS—Appraisal Rights” in the Proxy Statement.
(f)(2) DISSENT & APPRAISAL
RIGHTS OF THE FLORIDA BUSINESS CORPORATIONS ACT –incorporated herein by reference to
Appendix C-1 of the Proxy Statement.
(f)(3)
Dissenter’s Appraisal Notice incorporated herein by reference to Appendix C-2 of
the Proxy Statement.