iKang Healthcare Group, Inc. (“iKang” or the “Company”) (Nasdaq:
KANG), a major provider in China’s fast growing private preventive
healthcare services market, today announced that, at an
extraordinary general meeting (the “EGM”) held today, the Company’s
shareholders voted in favor of the proposal to authorize and
approve the previously announced agreement and plan of merger,
dated as of March 26, 2018 and amended as of May 29, 2018 (the
“Merger Agreement”), by and among the Company, IK Healthcare
Investment Limited (“Parent”) and IK Healthcare Merger Limited
(“Merger Sub”), pursuant to which, Merger Sub will be merged with
and into the Company with the Company continuing as the surviving
company and becoming a wholly owned subsidiary of Parent (the
“Merger”), the plan of merger (the “Plan of Merger”) required to be
filed with the Registrar of Companies of the Cayman Islands, and
the transactions contemplated thereby, including the Merger.
Approximately 62.91% of the Company’s total
outstanding shares, representing approximately 71.92% of the voting
rights of the Company’s shares, voted in person or by proxy at the
EGM. Of the voting rights of these shares voted in person or by
proxy at the EGM, approximately 99.17% were voted in favor of the
proposal to authorize and approve the Merger Agreement, the Plan of
Merger and the transactions contemplated thereby, including the
Merger. The Merger Agreement, the Plan of Merger and the
transactions contemplated thereby, including the Merger, were
therefore duly authorized and approved by way of special
resolutions as required by, and in compliance with, the Companies
Law of the Cayman Islands.
If the Merger is completed, the Company will
become a privately held company and its American Depositary Shares
(“ADSs”), each representing 1/2 of a Class A common share, will no
longer be listed on the NASDAQ Global Select Market and the ADS
program for the ADS will terminate.
The completion of the Merger is subject to the
satisfaction or waiver of the conditions set forth in the Merger
Agreement. Under Section 7.02(e) of the Merger Agreement, the
obligations of Parent and Merger Sub to consummate the Merger and
the other transactions contemplated by the Merger Agreement are
subject to the condition that the holders of no more than 15% of
the total issued and outstanding shares of the Company have validly
served notices of objection under Section 238(2) of the Cayman
Islands Companies Law (“Objection Notices”) to object to the
Merger. Prior to the EGM, the Company received Objection Notices
from holders of the Company’s Class A common shares representing,
collectively, approximately 30.49% of the total issued and
outstanding shares of the Company. As a result, the closing
condition under Section 7.02(e) of the Merger Agreement is not
satisfied. The Company has formally requested that Parent and
Merger Sub waive this closing condition. However, the Company
cautions its shareholders and others considering trading its
securities that, due to the non-satisfaction of the closing
condition in Section 7.02(e) of the Merger Agreement, Parent and
Merger Sub are not obligated to consummate the Merger or the other
transactions contemplated by the Merger Agreement and that there is
no indication or assurance that Parent and Merger Sub will waive
such closing condition.
About iKang Healthcare Group, Inc.
iKang Healthcare Group, Inc. is one of the
largest providers in China’s fast-growing private preventive
healthcare space through its nationwide healthcare services
network.
iKang’s nationwide integrated network of
multi-brand self-owned medical centers and third-party facilities,
provides comprehensive and high-quality preventive healthcare
solutions across China, including medical examination, disease
screening, outpatient service and other value-added services.
iKang’s customer base primarily comprises corporate clients, who
contract with iKang to deliver medical examination services to
their employees and clients and receive these services at
pre-agreed rates. iKang also directly markets its services to
individual customers. In the fiscal year 2017 ended March 31, 2018,
iKang served a total of 6.59 million customer visits under both
corporate and individual programs.
As of August 20, 2018, iKang has a nationwide
network of 114 self-owned medical centers, covering 33 of China’s
most affluent cities: Beijing, Shanghai, Guangzhou, Shenzhen,
Chongqing, Tianjin, Nanjing, Suzhou, Hangzhou, Chengdu, Fuzhou,
Jiangyin, Changzhou, Wuhan, Changsha, Yantai, Yinchuan, Weihai,
Weifang, Shenyang, Xi’an, Wuhu, Guiyang, Ningbo, Foshan, Jinan,
Bijie, Qingdao, Wuxi, Kaili, Mianyang and Zhenjiang, as well as
Hong Kong. iKang has also extended its coverage to over 200 cities
by contracting with over 400 third-party facilities, which include
select independent medical examination centers and hospitals across
all of China’s provinces, creating a nationwide network that allows
iKang to serve its customers in markets where it does not operate
its own medical centers.
Forward-looking Statements
This press release contains forward-looking
statements. These statements, including management quotes and
business outlook, are made under the “safe harbor” provisions of
the U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
“will,” “estimate,” “project,” “predict,” “believe,” “expect,”
“anticipate,” “intend,” “potential,” “plan,” “goal” and similar
statements. iKang may also make written or oral forward-looking
statements in its periodic reports to the U.S. Securities and
Exchange Commission, in its annual report to shareholders, in press
releases and other written materials and in oral statements made by
its officers, directors or employees to third parties. Such
statements involve certain risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
in the forward-looking statements. These forward-looking statements
include, but are not limited to, statements about: the expected
timing of the completion of the Merger; whether various closing
conditions for the Merger will be satisfied or waived; the
Company’s goals and strategies; its future business development,
financial condition and results of operations; its ability to
retain and grow its customer base and network of medical centers;
the growth of, and trends in, the markets for its services in
China; the demand for and market acceptance of its brand and
services; competition in its industry in China; relevant government
policies and regulations relating to the corporate structure,
business and industry; fluctuations in general economic and
business conditions in China. Further information regarding these
and other risks is included in iKang’s filing with the Securities
and Exchange Commission. iKang undertakes no duty to update any
forward-looking statement as a result of new information, future
events or otherwise, except as required under applicable law.
IR Contact:
iKang Healthcare Group, Inc.
Christy Xie
Director of Investor Relations
Tel: +86 10 5320 8599
Email: ir@ikang.com
Website: www.ikanggroup.com
FleishmanHillard
Email: ikang@fleishman.com
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