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, announced that it has entered into an amended
and restated merger agreement (the "Amended Agreement") relating to the merger
(the "Merger") among the Company, the existing buyer consortium (the "Buyer
Consortium") comprised of an affiliate of TPG (together with its affiliates,
"TPG"), Fosun Industrial Co., Limited ("Fosun"), which is an affiliate of
Shanghai Fosun Pharmaceutical (Group) Co., Ltd. ("Fosun Pharma"), and Ms.
Roberta Lipson, the CEO of the Company, and a merger subsidiary of the Buyer
Consortium providing for an increase in the merger consideration from $19.50
per share in cash to $24.00 per share in cash.
Among other changes under the Amended Agreement and related agreements, the
approval by the stockholders of Fosun Pharma will not be a condition to effect
the Merger. Fosun will roll over its equity and Fosun Pharma will seek
approval of its stockholders for Fosun's cash contribution to the Buyer
Consortium, but in the absence of such stockholder approval the Buyer
Consortium will remain funded for the Merger by TPG.
Kenneth A. Nilsson, the Chairman of the Board and the Chairman of the
Transaction Committee of Chindex, said, "The disciplined and independent
process followed by the Transaction Committee and its advisors has borne fruit
in achieving optimal results for our unaffiliated stockholders. We are
delighted to see that the preservation of a level playing field for interested
parties generated a bidding process that maximized the outcome for our
unaffiliated stockholders, including a significant reduction of conditionality
to the Merger."
Following the unanimous recommendation of the Transaction Committee of
independent and disinterested directors established by the Company's Board of
Directors (the "Board"), the Board unanimously approved the Amended
Agreement. In making its recommendation, the Transaction Committee considered
a number of factors and consulted with its independent financial advisor and
outside legal counsel. The Transaction Committee and the Board determined
that the Amended Agreement is more favorable to the unaffiliated stockholders
of the Company from a financial point of view than the previously announced
offer for $23.00 per share submitted by a financial bidder, which declined to
bid further.
The consummation of the Merger is subject to certain conditions, including,
among others, the adoption of the Amended Agreement by Chindex stockholders,
the adoption of the Amended Agreement by a majority of Chindex disinterested
stockholders, the regulatory approval under Chinese antitrust laws, and other
customary closing conditions. A special meeting of the Company's stockholders
will be held following the filing of a definitive proxy statement with the
U.S. Securities and Exchange Commission and subsequent mailing of the proxy
statement to stockholders.
The Merger will be financed through cash contributed by TPG, a combination of
cash and equity contributed by Fosun (in the case of cash contribution by
Fosun, subject to the approval of Fosun Pharma's stockholders, absent which
TPG will fund all required cash) and equity contributed by Ms. Roberta Lipson.
The Merger is not subject to a financing condition. Assuming the satisfaction
of conditions specified in the Amended Agreement, the Company expects the
Merger to close in the second half of 2014.
Morgan Stanley & Co. LLC is serving as financial advisor, Hughes Hubbard &
Reed LLP is serving as lead legal advisor, and Potter Anderson & Corroon LLP
is serving as Delaware counsel to the Transaction Committee in connection with
the transaction. Goldman, Sachs & Co. is serving as financial advisor, Cleary
Gottlieb Steen & Hamilton LLP is serving as lead legal advisor, and Fangda
Partners is serving as PRC counsel to TPG. Baker & McKenzie LLP is serving as
Fosun's legal advisor. Skadden, Arps, Slate, Meagher & Flom LLP is serving as
lead legal advisor to Ms. Lipson and certain other senior management.
About Chindex
Chindex is an American health care company providing health care services in
China through the operations of United Family Healthcare, a network of private
primary care hospitals and affiliated ambulatory clinics. United Family
Healthcare currently operates in Beijing, Shanghai, Tianjin and Guangzhou. The
Company also provides medical capital equipment and products through Chindex
Medical Ltd., a joint venture company with manufacturing and distribution
businesses serving both domestic China and export markets. With more than
thirty years of experience, the Company's strategy is to continue its growth
as a leading integrated health care provider in the Greater China region.
Further Company information may be found at the Company's website at
http://www.chindex.com.
About TPG
TPG is a leading global private investment firm founded in 1992 with $59
billion of assets under management and offices in San Francisco, Fort Worth,
Austin, Beijing, Chongqing, Hong Kong, London, Luxembourg, Melbourne, Moscow,
Mumbai, New York, Paris, Sao Paulo, Shanghai, Singapore and Tokyo. TPG has
extensive experience with global public and private investments executed
through leveraged buyouts, recapitalizations, spinouts, growth investments,
joint ventures and restructurings. The firm's investments span a variety of
industries including financial services, travel and entertainment, technology,
energy, industrials, retail, consumer, real estate, media and communications,
and healthcare. TPG's past and present investments in China include China
Grand Auto , China International Capital Corporation, Daphne, HCP Holdings,
Lenovo, Li Ning, Phoenix Satellite Television, Shenzhen Development Bank
(currently Ping An Bank), UniTrust, Wumart and Xinyuan Real Estate. For more
information, please visit www.tpg.com.
About Fosun Industrial
Fosun Industrial, a wholly-owned subsidiary of Shanghai Fosun Pharmaceutical
(Group) Co., Ltd, was established in 2004 and registered in Hong Kong. Mr.
CHEN Qiyu is the Chairman of the company. Fosun Industrial is principally
engaged in foreign investment, the sales and consultation service of Chinese
and Western medicine, diagnostic reagent and pharmaceutical equipment and
related import and export business.
Shanghai Fosun Pharmaceutical (Group) Co., Ltd. holds 100% equity interest in
Fosun Industrial. Fosun Pharma (stock code: 600196-SH ,02196-HK) is a leading
healthcare company in China established in 1994 and listed on the Shanghai
Stock Exchange and main board of The Stock Exchange of Hong Kong in August
1998 and October 2012, respectively. It is engaged in various businesses
including pharmaceutical manufacturing, distribution and retail, healthcare
services and diagnostic products and medical devices. Please visit
www.fosunpharma.com for further information.
Additional Information
The Company intends to file with the SEC a preliminary and definitive proxy
statement and intends to furnish or file other materials with the SEC in
connection with the proposed transaction. The definitive proxy statement will
be sent or given to the stockholders of the Company and will contain important
information about the Company, the proposed transaction and related matters.
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY ARE AVAILABLE, AS THEY WILL CONTAIN
IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A
DECISION ABOUT THE MERGER. The proxy statement and other relevant materials
(when they become available), and any other documents filed by Chindex with
the SEC, may be obtained, without charge, from the SEC's website (www.sec.gov)
or, without charge, from Chindex by mail or online from the Chindex website at
the Investor Relations section of www.chindex.com.
Participants in the Solicitation
Chindex and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from Chindex stockholders with
respect to the proposed merger. Information regarding any interests that the
executive officers and directors of Chindex may have in the transaction
described herein will be set forth in the preliminary and definitive proxy
statements described above to be filed with the SEC. Additional information
regarding these executive officers and directors is included in Chindex's
proxy statement for its 2013 Annual Meeting of Stockholders, which was filed
with the SEC on April 22, 2013.
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