BEIJING and BETHESDA, Md.,
April 21, 2014 /PRNewswire/ --
Chindex International, Inc. (NASDAQ: 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.
Safe Harbor Statement
Statements made in this press release relating to plans,
strategies, objectives, economic performance and trends and other
statements that are not descriptions of historical facts may be
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including, without limitation, statements relating
to the completion of the proposed transaction. Forward-looking
information is inherently subject to risks and uncertainties, and
actual results could differ materially from those currently
anticipated due to a number of factors, which include, but are not
limited to, (1) the Company may be unable to obtain stockholder
approval as required for the transaction; (2) conditions to the
closing of the transaction may not be satisfied; (3) the
transaction may involve unexpected costs, liabilities or delays;
(4) the business of the Company may suffer as a result of
uncertainty surrounding the transaction; (5) the outcome of any
legal proceedings related to the transaction; (6) the Company may
be adversely affected by other economic, business, and/or
competitive factors; (7) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
transaction agreement; (8) the ability to recognize benefits of the
transaction; (9) risks that the transaction disrupts current plans
and operations and the potential difficulties in employee retention
as a result of the transaction; and (10) other risks to
consummation of the transaction, including the risk that the
transaction will not be consummated within the expected time period
or at all. Additional factors that may affect the future
results of the Company are set forth under the heading "Risk
Factors" in the Company's Annual Report on Form 10-K for the year
ended December 31, 2013, updates and
additions to those "Risk Factors" in the Company's interim reports
on Forms 10-Q, Forms 8-K and in other documents filed by us with
the SEC from time to time. Forward-looking statements may be
identified by terms such as "may," "will," "should," "could,"
"expects," "plans," "intends," "anticipates," "believes,"
"estimates," "predicts," "forecasts," "potential," or "continue" or
similar terms or the negative of these terms. Although the Company
believes that the expectations reflected in the forward-looking
statements are reasonable, the Company cannot guarantee future
results, levels of activity, performance or achievements. The
Company has no obligation to update these forward-looking
statements.
SOURCE Chindex International, Inc.