- Report of Foreign Issuer (6-K)
November 29 2010 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2010
Commission File Number: 001-33340
TONGJITANG CHINESE MEDICINES COMPANY
5th Floor, Block B
Nanshan Medical Device Park
1019 Nanhai Avenue, Shekou, Nanshan District
Shenzhen, 518067 Guangdong Province
Peoples Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under the cover of
Form 20-F or Form 40-F:
Form 20-F
þ
Form 40-F
o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
o
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934. Yes
o
No
þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82-
.
On November 29, 2010, Tongjitang Chinese Medicines Company issued a press release announcing that
it has filed a going-private transaction statement on Schedule 13E-3 with the United States
Securities and Exchange Commission. A copy of the press release is attached as Exhibit 99.1
hereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Tongjitang Chinese Medicines Company
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By:
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/s/ Charles Wang
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Name:
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Charles Wang
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Title:
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Chief Financial Officer
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Date: November 29, 2010
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press release, dated November, 29, 2010, entitled Tongjitang
Chinese Medicines Company Files Going-Private Transaction
Statement on Schedule 13E-3 with US Securities and Exchange
Commission
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Exhibit 99.1
Tongjitang Chinese Medicines Company Files Going-Private Transaction Statement
on Schedule 13E-3 with US Securities and Exchange Commission
SHENZHEN, China, November 29, 2010 (BUSINESS WIRE) 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 Companys 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 SECs website
(http://www.sec.gov) or at the SECs 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
5/F Blk B, Nanshan Medical Device Park
1019 Nanhai Avenue, Nanshan District
Shenzhen, Guangdong 518067
(86 755) 2689 1550
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. Tongjitangs principal executive offices are
located in Shenzhen, China.
Tongjitangs 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.
Ashley M. Ammon or Christine Duan
203-682-8200 (Investor Relations)
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