SHANGHAI,
Nov. 11, 2015 /PRNewswire/ -- WuXi
PharmaTech (Cayman) Inc. ("WuXi" or the "Company") (NYSE: WX), a
leading open-access R&D capability and technology platform
company serving the pharmaceutical, biotechnology, and medical
device industries with operations in China and the United
States, today announced that Institutional Shareholder
Services Inc. ("ISS") and Glass Lewis & Co., LLC ("Glass
Lewis") have recommended that WuXi shareholders vote FOR the
proposal to approve the Company's previously announced agreement
and plan of merger (the "Merger Agreement") dated as of
August 14, 2015 and amended on
October 20, 2015, with New WuXi Life
Science Limited ("Parent") and WuXi Merger Limited, a wholly owned
subsidiary of Parent ("Merger Sub"), pursuant to which Parent will
acquire the Company for US$5.75 per
ordinary share of the Company or US$46 per American depositary share, each
representing eight ordinary shares (an "ADS"), in each case, in
cash, without interest and net of any applicable withholding taxes,
and Merger Sub will be merged with and into the Company with the
Company continuing as the surviving corporation and becoming a
wholly owned subsidiary of Parent (the "Merger").
ISS and Glass Lewis are leading independent international
proxy advisory firms, and their voting analyses and recommendations
are relied upon by thousands of major institutional investment
firms, mutual funds and fiduciaries throughout the
world.
The Company's extraordinary general meeting of
shareholders (the "EGM") to consider and vote on, among other
things, the Merger Agreement, the plan of merger required to be
filed with the Registrar of Companies of the Cayman Islands (the "Plan of Merger") and the
transactions contemplated thereby, including the Merger, will be
held on November 25, 2015 at
10:00 a.m. (Shanghai time), at the executive offices of
the Company located at 288 Fute Zhong Road, China (Shanghai) Pilot Free Trade Zone, Shanghai, 200131, People's Republic of China.
Shareholders of record at the close of business in the
Cayman Islands on November 2, 2015 will be entitled to attend and
vote at the EGM. ADS holders as of the close of business in
New York City on October 19, 2015 will be entitled to instruct
JPMorgan Chase Bank, N.A., in its capacity as the ADS depositary,
to vote the shares represented by their ADSs at the EGM, and are
reminded that the deadline to deliver their voting instructions to
the ADS depositary is 12:00 p.m.
(New York City time) on
November 20, 2015.
The Company's shareholders and ADS holders are urged to
read carefully and in their entirety the Company's definitive proxy
materials, as they contain important information about the Company,
the proposed Merger and related matters.
The Company has also retained MacKenzie Partners, Inc. as
its proxy solicitor to assist it in connection with its upcoming
EGM. Shareholders and ADS holders who have questions about the
Merger Agreement or the Merger, need additional copies of the
Company's proxy materials, or need assistance in voting their
ordinary shares or ADSs are encouraged to contact MacKenzie
Partners by email at proxy@mackenziepartners.com or by phone at
+1(800) 322-2885 (toll free) or at +1(212) 929-5500 (outside of
the United States).
If shareholder approval of the Merger Agreement, the Plan
of Merger and the transactions
contemplated thereby, including the Merger, is obtained at the EGM,
subject to satisfaction of the other
closing conditions, the Merger is expected to be consummated by the twelfth
business day thereafter. If and when completed, the Merger
would result in the Company becoming a privately-held company and
its ADSs would no longer be listed on the New York Stock Exchange.
In addition, the ADSs and the Company's ordinary shares represented
by the ADSs will cease to be registered under Section 12 of the
Securities Exchange Act of 1934.
Cautionary Statement concerning Forward Looking
Statements
This document may include certain
statements that are not descriptions of historical facts, but are
forward-looking statements. Forward-looking statements can
generally be identified by the use of forward-looking terminology
such as "will," "should," "may," "believes," "expects" or similar
expressions. Such statements include, among others, those
concerning how the Company's shareholders will vote at the meeting
of shareholders, the possibility that various closing conditions
for the transaction may not be satisfied or waived and the Merger may not occur and other risks
and uncertainties discussed in documents filed with the SEC by the
Company, as well as the Schedule 13E-3 transaction statement and
the proxy statement filed by the Company. All of such assumptions
are inherently subject to uncertainties and contingencies beyond
the Company's control and based upon premises with respect to
future business decisions, which are subject to change. The Company
does not undertake any obligation to update any forward-looking
statement, except as required under applicable law.
About WuXi PharmaTech
WuXi
PharmaTech (NYSE: WX) is a leading open-access R&D capability
and technology platform company serving the pharmaceutical,
biotechnology, and medical device industries, with operations in
China and the United
States. As a research-driven and customer-focused company,
WuXi PharmaTech provides pharmaceutical, biotechnology, and medical
device companies with a broad and integrated portfolio of
laboratory and manufacturing services throughout the drug and
medical device R&D process. WuXi PharmaTech's services are
designed to help its global partners in shortening the cycle and
lowering the cost of drug and medical device R&D. WuXi is
also building a platform to provide clinical diagnostic services
directly to physicians and their patients globally. The
operating subsidiaries of WuXi PharmaTech are known as WuXi
AppTec. For further information, please visit
http://www.wuxiapptec.com.
For more information, please contact:
Ronald Aldridge (for
investors)
LaVoieHealthScience
+1 617-374-8800 x109
+1 617-792-2459
ron_aldridge@wuxiapptec.com
Aaron Shi (for the
media)
Director, Corporate Communications
WuXi
PharmaTech
+86-21-5046-4362
aaron_shi@wuxiapptec.com
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SOURCE WuXi PharmaTech (Cayman) Inc.