SHENZHEN, China, Nov. 4, 2015 /PRNewswire/ -- Mindray Medical
International Limited ("Mindray" or the "Company", NYSE: MR), a
leading developer, manufacturer and marketer of medical devices
worldwide, announced today that it has entered into a definitive
Agreement and Plan of Merger (the "Merger Agreement") with
Excelsior Union Limited ("Parent") and Solid Union Limited ("Merger
Sub"), pursuant to which Parent will acquire the Company for cash
consideration equal to US$28.0 per
ordinary share of the Company (a "Share") or US$28.0 per American Depositary Share, each
representing one Share (an "ADS"), in a transaction valuing the
Company at approximately US$3.3
billion, on a fully diluted basis. This price represents a
premium of 1.9% over the Company's closing price of US$27.47 per ADS on June
3, 2015, the last trading day prior to June 4, 2015, the date that the Company announced
it had received a "going private" proposal.
Immediately after the completion of the transactions
contemplated by the Merger Agreement (the "Transactions"), Parent
will be beneficially owned by Mr. Li
Xiting, the executive chairman of the board of directors of
the Company (the "Board"), president and co-chief executive officer
of the Company, Mr. Xu Hang, the
chairman of the Board, and Mr. Cheng Minghe, the co-chief executive
officer and chief strategic officer of the Company (collectively,
the "Buyer Group"). The members of the Buyer Group, currently
beneficially own, in the aggregate, approximately 27.7% of the
outstanding Shares of the Company, representing approximately 63.5%
of the total number of votes represented by the Company's
outstanding Shares.
Subject to the terms and conditions of the Merger Agreement,
Merger Sub will merge with and into the Company, with the Company
continuing as the surviving corporation and a wholly owned
subsidiary of Parent (the "Merger"). Pursuant to the Merger
Agreement, at the effective time of the Merger (the "Effective
Time"), each Share issued and outstanding immediately prior to the
Effective Time (including Shares represented by ADSs) will be
cancelled and cease to exist in exchange for the right to receive
US$28.0 per Share, or US$28.0 per ADS, in each case, in cash without
interest, except for (a) Shares, including such Shares represented
by the ADSs, beneficially owned by the Buyer Group which will be
cancelled and cease to exist without payment of any consideration
or distribution therefor, and (b) Shares held by the Company's
shareholders who have validly exercised and not effectively
withdrawn or lost their rights to dissent from the Merger pursuant
to Section 238 of the Companies Law of the Cayman Islands (the "Dissenting Shares"),
which will be cancelled and cease to exist in exchange for the
right to receive the payment of fair value of the Dissenting Shares
in accordance with Section 238 of the Companies Law of the
Cayman Islands.
The Board, acting upon the unanimous recommendation of a
committee of independent directors established by the Board (the
"Special Committee"), approved the Merger Agreement and the
Transactions, including the Merger, and resolved to recommend that
the Company's shareholders vote to authorize and approve the Merger
Agreement and the Transactions, including the Merger. The Special
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 during the
first quarter of 2016, is subject to various closing conditions,
including a condition that the Merger Agreement be authorized and
approved by an affirmative vote of the Company's 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 convened to consider the authorization and
approval of the Merger Agreement and the Transactions, including
the Merger. Each member of the Buyer Group has agreed to vote all
of the Shares (including Shares represented by the ADSs)
beneficially owned by them in favor of the authorization and
approval of the Merger Agreement and the Transactions. If
completed, the Transactions will result in the Company becoming a
privately-held company and its ADSs will no longer be listed on the
New York Stock Exchange.
Merger Sub has entered into a debt commitment letter pursuant to
which Bank of China Limited Macau Branch and Ping AN Bank Co., Ltd.
have agreed to provide a term loan facility in an aggregate amount
of up to US$2,050 million for the
Transactions, subject to certain conditions.
The Company will prepare and file with the U.S. Securities and
Exchange Commission (the "SEC") a Schedule 13E-3 transaction
statement, which will include a proxy statement of the Company. The
Schedule 13E-3 will include a description of the Merger Agreement
and contain other important information about the Transactions, the
Company and the other participants in the Transactions.
Lazard Asia (Hong Kong) Limited
("Lazard") is serving as the financial advisor to the Special
Committee. Shearman & Sterling and Walkers are serving as
U.S. legal counsel and Cayman
Islands legal counsel to the Special Committee,
respectively. Davis Polk &
Wardwell is serving as legal advisor to Lazard.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S.
legal counsel to the Buyer Group. Fangda Partners and Conyers Dill & Pearman are serving as PRC
legal counsel and Cayman Islands
legal counsel to the Buyer Group, respectively.
Additional Information about the Transactions
In connection with the proposed Transactions, the Company will
prepare and mail a proxy statement that will include a copy of the
Merger Agreement to its shareholders. In addition, certain
participants in the proposed Transactions will prepare and mail to
the Company's shareholders a Schedule 13E-3 transaction statement
that will include the Company's proxy 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 TRANSACTIONS 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 Transactions
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 phone number:
Mindray Medical International Limited
Mindray Building
Keji 12th Road South, Hi-tech Industrial Park, Nanshan
Shenzhen 518057, People's Republic of China
Telephone: +86-755-8188-8398
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 our
shareholders with respect to the proposed Transactions. 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
Transactions 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 proxies, 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
materials that may be filed or furnished with the SEC should the
proposed Transactions proceed.
Safe Harbor and Informational Statement
This press release contains 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. These forward-looking statements can be
identified by terminology such as "if," "will," "expected," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Risks, uncertainties and
assumptions include: uncertainties as to how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made; the possibility
that debt financing may not be available; the possibility that
various closing conditions for the Transactions may not be
satisfied or waived; 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 to be
filed by the Company. These forward-looking statements reflect the
Company's expectations as of the date of this press release. You
should not rely upon these forward-looking statements as
predictions of future events. The Company does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
About Mindray
We are a leading developer, manufacturer and marketer of medical
devices worldwide. We maintain our global headquarters
in Shenzhen, China, U.S.
headquarters in Mahwah, New Jersey and multiple sales
offices in major international markets. From our main manufacturing
and engineering base in China, we supply through our worldwide
distribution network a broad range of products across three primary
business segments, namely patient monitoring and life support,
in-vitro diagnostics, and medical imaging systems. For more
information, please visit http://ir.mindray.com.
For investor and media inquiries, please contact:
In China:
Cathy Gao
Mindray Medical International Limited
Tel: +86-755-8188-8023
Email: cathy.gao@mindray.com
In the U.S:
Hoki Luk
Western Bridge, LLC
Tel: +1-646-808-9150
Email: hoki.luk@westernbridgegroup.com
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SOURCE Mindray