Winner Medical Stockholders Vote to Approve Merger
Winner Medical Group (Nasdaq: WWIN) ("Winner Medical" or the "Company"), a leading China-based exporter and retailer of high-quality medical dressings and consumer products made from 100% cotton, today announced that, at the special meeting of stockholders of the Company held on December 7, 2012, the Company's stockholders voted in favor of the proposal to approve the previously announced Agreement and Plan of Merger, dated as of July 24, 2012 (the "Merger Agreement"), by and among the Company, Winner Holding Limited, a Cayman Islands exempted company with limited liability ("Parent") and Winner Acquisition, Inc., a Nevada corporation and a wholly owned subsidiary of Parent, ("Merger Sub"), providing for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the merger as a wholly owned subsidiary of Parent. Approximately 89.9% of the Company's total outstanding shares of common stock voted in person or by proxy at the special meeting. Approximately 89.6% of the shares outstanding voted in favor of the proposal to approve the Merger Agreement. The proposal to approve the Merger Agreement was also approved by approximately 63.7% of the shares of common stock outstanding held by the stockholders other than Mr. Jianquan Li, Ms. Ping Tse (Mr. Li's wife), Parent and Merger Sub, satisfying the "majority of the minority" voting requirement set forth in the Merger Agreement.
The parties currently expect to complete the Merger within the current fiscal quarter, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. If completed, the proposed merger would result in the Company becoming a privately held company and its common stock would no longer be listed on the NASDAQ Global Market.
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