China Nuokang Bio-Pharmaceutical Inc. (Nasdaq:NKBP) ("Nuokang" or
the "Company"), a leading China-based biopharmaceutical company
focused on the research, development, manufacture, marketing and
sales of hospital-based medical products, today announced that it
has entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Kingbird Investment Inc. ("Parent"), a Cayman
Islands exempted company with limited liability and beneficially
owned by Ms. Yuhuan Zhu, the wife of Mr. Baizhong Xue, the
Company's Chairman and Chief Executive Officer, and Kingbird
Mergerco. Inc., a Cayman Islands exempted company with limited
liability and a direct wholly-owned subsidiary of Parent ("Merger
Sub").
Subject to satisfaction of the Merger Agreement's terms and
conditions, Merger Sub will merge with and into the Company, with
the Company continuing as the surviving corporation (the "Merger").
Pursuant to the Merger Agreement, each of the Company's ordinary
shares issued and outstanding immediately prior to the effective
time of the Merger (the "Shares") will be canceled and cease to
exist in exchange for the right to receive $0.725 without interest,
and each ADS, which represents eight Shares, will represent the
right to surrender the ADS in exchange for $5.80 in cash without
interest, except for (a) Shares owned by Parent, Merger Sub or the
Company (as treasury shares, if any), or by any direct or indirect
wholly owned subsidiary of Parent, Merger Sub or the Company, in
each case immediately prior to the effective time of the Merger,
which will be cancelled, cease to exist and receive no
consideration, (b) Shares beneficially owned by Mr. Xue or his
affiliates immediately prior to the effective time of the Merger,
which will survive the Merger and receive no consideration, and (c)
Shares owned by shareholders who have validly exercised and have
not effectively withdrawn or lost their rights to dissent from the
Merger under the Cayman Companies Law (the "Dissenting Shares"),
which will be cancelled for the right to payment of fair value of
the Dissenting Shares in accordance with the Cayman Companies Law.
The offer represents a premium of 56.8% over the Company's closing
price of $3.70 per ADS on May 8, 2012, the last trading day prior
to the Company's announcement of its receipt of a "going-private"
proposal and a premium of 101.1% to the volume-weighted average
closing price of the Company's ADSs during the 90 trading days
prior to May 8, 2012.
Merger Sub has entered into a facility agreement with China
Grand Enterprises (HK) Limited, a company incorporated in Hong
Kong, to finance the transactions contemplated by the Merger
Agreement. Subject to the completion of, and immediately following,
the Merger, Mr. Baizhong Xue and Ms. Yuhuan Zhu will cause
Surplus International Investment Limited, the Hong Kong subsidiary
of the Company, to transfer 55% of the equity interests in the
three PRC subsidiaries of the Company to China Grand Enterprises
Group Co., Ltd. ("CGE"), an investment management company based in
China covering a wide range of sectors including healthcare, real
estate, logistics and financial services, and an affiliate of China
Grand Enterprises (HK) Limited, in accordance with a framework
agreement among Mr. Baizhong Xue, Ms. Yuhuan Zhu and CGE. The
proceeds from the transfer of equity interests will be used to
repay the loan under, and in accordance with the terms and
conditions, of the facility agreement.
The Company's Board of Directors, acting upon the unanimous
recommendation of an independent committee of the Board of
Directors comprising solely independent and disinterested directors
(the "Independent Committee"), approved the Merger Agreement and
the Merger and resolved to recommend that the Company's
shareholders vote to authorize and approve the Merger Agreement and
the Merger. The Independent Committee negotiated the terms of the
Merger Agreement with the assistance of its financial and legal
advisors.
The Merger, which is currently expected to close before the end
of the first quarter of 2013, is subject to the approval of the
Merger Agreement by an affirmative vote of shareholders
representing at least two-thirds of the Shares present and voting
in person or by proxy as a single class at a meeting of the
Company's shareholders which will be convened to consider the
approval of the Merger Agreement and the Merger, as well as certain
other customary closing conditions. If completed, the Merger will
result in the Company becoming a privately-held company and its
ADSs will no longer be listed on The NASDAQ Global Market.
Lazard Asia (Hong Kong) Limited and Houlihan Lokey (China)
Limited are serving as financial advisors to the Independent
Committee. Skadden, Arps, Slate, Meagher & Flom LLP is
serving as U.S. legal advisor to the Independent Committee, and
Maples and Calder is serving as Cayman Islands legal advisor to the
Independent Committee. Kirkland & Ellis International LLP is
serving as U.S. legal advisor to Mr. Baizhong Xue.
Additional Information about the
Transaction
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the proposed
merger, which will include the Merger Agreement and related
documents. All parties desiring details regarding the proposed
merger are urged to review these documents, which will be available
at the SEC's website (http://www.sec.gov).
In connection with the proposed Merger, the Company will prepare
and mail a proxy statement to its shareholders. In addition,
certain participants in the proposed Merger will prepare and mail
to the Company's shareholders a Schedule 13E-3 transaction
statement. These documents will be filed with or furnished to the
SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS. In addition to receiving the proxy
statement and Schedule 13E-3 transaction statement by mail,
shareholders also will be able to obtain these documents, as well
as other filings containing information about the Company, the
proposed Merger and related matters, without charge, from the SEC's
website (http://www.sec.gov) or at the SEC's public reference room
at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In
addition, these documents can be obtained, without charge, by
contacting the Company at the following address and/or telephone
number:
China Nuokang Bio-Pharmaceutical Inc.
No. 18-1 East Nanping Road
Hunnan National New & High-tech Development Zone
Shenyang, Liaoning Province
People's Republic of China 110171
Telephone: +86-24-2469-6033
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from the
Company's stockholders with respect to the proposed Merger.
Information regarding the persons who may be considered
"participants" in the solicitation of proxies will be set forth in
the proxy statement and Schedule 13E-3 transaction statement
relating to the proposed Merger when it is filed with the SEC.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and Schedule
13E-3 transaction statement and the other relevant documents filed
with the SEC when they become available.
This announcement is neither a solicitation of a proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the proposed Merger go
forward.
About China Nuokang Bio-Pharmaceutical Inc.
China Nuokang Bio-Pharmaceutical Inc. (Nasdaq:NKBP) is a leading
biopharmaceutical company in China focused on the research,
development, manufacture, marketing and sales of hospital-based
medical products. The Company provides a diversified portfolio of
products across more than 4,200 hospitals in China. Nuokang's
principal products include Baquting®, China's leading hemocoagulase
product by market share, Kaitong®, a lipid emulsion alprostadil
product for the treatment of peripheral vascular diseases,
cardiocerebral microcirculation disorders and post-surgery
thrombosis; and alpha lipoic acid capsules, or ALA, an antioxidant
product that addresses diabetic neuropathy. The Company's product
pipeline includes product candidates under development in
hematological, cardiovascular and cerebrovascular disease
diagnosis, treatment and prevention. Please visit www.nkbp.com for
more information.
Forward-Looking Statements
This press release contains forward-looking statements relating
to the potential acquisition of the Company by an affiliate of Mr.
Baizhong Xue, including the expected date of closing of the Merger.
These are "forward-looking" statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, and as
defined in the U.S. Private Securities Litigation Reform Act of
1995. The actual results of the transaction could vary
materially as a result of a number of factors, including:
uncertainties as to how the Company's shareholders will vote at the
extraordinary general meeting; the possibility that competing
offers will be made; and the possibility that various closing
conditions for the transaction may not be satisfied or waived.
These forward-looking statements reflect the Company's expectations
as of the date of this press release. The Company does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
CONTACT: China Nuokang Bio-Pharmaceutical Inc.
Mr. Steven Duan
Vice President of Investor Relations
Email: dsz@nkbp.com
ICR, Inc.
Mr. Rob Koepp
Tel: (+86) 10-6583-7516 or (646) 405-5180
Email: robert.koepp@icrinc.com
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