UPDATE: Chindex Announces Superior Proposal from Bidder at $23/Share

Chindex International, Inc. CHDX ("Chindex" or the "Company"), an American healthcare company providing services in China through the operations of United Family Healthcare, a network of private primary care hospitals and affiliated ambulatory clinics, today announced the receipt of an offer from a financial bidder to acquire all of the outstanding shares of Chindex common stock for $23 per share in cash. The Company further announced that the committee of independent and disinterested directors (the "Transaction Committee") established by the Company's Board of Directors (the "Board") has determined that the bidder's offer constitutes a Superior Proposal, as defined in the previously announced merger agreement (the "Merger Agreement") between the Company and a buyer consortium (the "Buyer Consortium") comprised of an affiliate of TPG, an affiliate of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., and Ms. Roberta Lipson, the CEO of the Company, pursuant to which the Buyer Consortium agreed to acquire all of the outstanding shares of Chindex common stock for $19.50 per share in cash.  In making its determination that the bidder's offer constitutes a Superior Proposal, the Transaction Committee consulted with its independent financial advisor and outside legal counsel.  The definitive terms and conditions of a merger agreement detailing the offer have been fully negotiated, and the merger agreement is subject only to execution by the Company. The offer is not subject to a financing condition or any condition that any existing stockholders of the Company participate in the merger by rolling over equity and/or entering into a voting agreement.  Chindex provided notice to the Buyer Consortium on April 14, 2014 of the Transaction Committee's determination that the offer from the bidder constitutes a Superior Proposal. The Merger Agreement sets forth requirements, limitations and timing provisions with respect to the Transaction Committee's process with respect to the Superior Proposal. Among other things, the Buyer Consortium has the right under the Merger Agreement to propose modifications to the terms of the Merger Agreement and related agreements prior to the expiration of a three business day notice period. The Transaction Committee has not changed its recommendation that the Company's stockholders vote to approve the Company's pending merger with an entity owned by the Buyer Consortium pursuant to the Merger Agreement.  Morgan Stanley & Co. LLC is serving as financial advisor and Hughes Hubbard & Reed LLP is serving as lead legal advisor to the Transaction Committee.
Market News and Data brought to you by Benzinga APIs
Comments
Loading...
Posted In: NewsM&APress Releases
Benzinga simplifies the market for smarter investing

Trade confidently with insights and alerts from analyst ratings, free reports and breaking news that affects the stocks you care about.

Join Now: Free!