BETHESDA, Md., Sept. 16, 2014 /PRNewswire/ -- Chindex
International, Inc. ("Chindex" or the "Company") (Nasdaq: CHDX)
announced that, at a special meeting of stockholders held today,
the Company's stockholders adopted the previously announced merger
agreement (the "Merger Agreement") by and among the Company,
Healthy Harmony Holdings, L.P. ("Parent"), and Healthy Harmony
Acquisition, Inc. ("Merger Sub"). Parent is an affiliate of TPG,
Shanghai Fosun Pharmaceutical (Group) Co., Ltd. ("Fosun") and Ms.
Roberta Lipson, the CEO of the
Company.
The Merger Agreement was adopted by approximately 81% of the
aggregate voting power of the Company's outstanding stock. The
Merger Agreement was also adopted by approximately 64% of the
voting power of the Company's outstanding stock not owned, directly
or indirectly, by any "Excluded Holder" (as defined in the Merger
Agreement), thus satisfying an additional stockholder approval
condition in the Merger Agreement. "Excluded Holders" consisted of,
among others, Parent, Merger Sub, holders of shares of Class B
common stock, Roberta Lipson and her
related trusts, the other officers and directors of the Company
(other than the members of the Transaction Committee of the Board
of Directors), and Fosun Industrial Co., Limited.
Under the terms of the Merger Agreement, Parent has agreed to
acquire Chindex at a price of $24.00
per share in cash, without interest and net of any taxes required
to be withheld. The transaction is expected to close on or before
September 30, 2014. If completed, the
transaction would result in Chindex becoming a privately held
company and its common stock would no longer be listed on the
NASDAQ Global Select Market.
Morgan Stanley & Co. LLC is serving as financial advisor and
Hughes Hubbard & Reed LLP is serving as lead legal advisor to
the Transaction Committee in connection with the pending merger.
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. Troutman Sanders LLP is serving as
Fosun's legal advisor. Skadden, Arps, Slate, Meagher &Flom LLP
is serving as lead legal advisor of Ms. Lipson.
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.
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"). 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, the factors 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 Form 10-Q, Forms
8-K and in other documents filed by us with the Securities and
Exchange Commission 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.
For more information, please contact:
ICR, LLC
William
Zima
In U.S.: +1 646-308-1472
In China: +86 (10) 6583-7511
Email: william.zima@icrinc.com
SOURCE Chindex International, Inc.