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 it has
entered into an amendment No. 2 (“Amendment No. 2”) to amend
its previously announced agreement and plan of merger, dated as of
March 26, 2018 and amended pursuant to Amendment No. 1 thereto
dated as of May 29, 2018 (the “Merger Agreement” and, as amended by
Amendment No. 2, the “Amended Merger Agreement”), by and among the
Company, IK Healthcare Investment Limited (“Parent”) and IK
Healthcare Merger Limited (“Merger Sub”).
Under the terms of the Merger Agreement, either the Company or
Parent could terminate the Merger Agreement if the merger
contemplated by the Merger Agreement (the “Merger”) has not been
completed by September 26, 2018 (the “Termination Date”). Amendment
No. 2 extends this Termination Date to October 31, 2018.
Under Section 7.02(e) of the Amended Merger Agreement,
the obligations of Parent and Merger Sub to consummate the Merger
and the other transactions contemplated by the Amended 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 to
object to the Merger. As previously announced, such closing
condition under Section 7.02(e) of the Amended Merger
Agreement is not satisfied and, thus, Parent and Merger Sub are not
obligated to consummate the Merger or the other transactions
contemplated by the Amended Merger Agreement.
The Company has formally requested that Parent and Merger Sub
waive this closing condition. However, Parent and Merger Sub have
indicated that they do not presently intend to waive the closing
condition based on current circumstances. As such, the Company
cautions its shareholders and others considering trading its
securities that there is no indication or assurance that Parent and
Merger Sub will waive such closing condition and proceed to
consummate the Merger.
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 September 25, 2018, iKang has a nationwide network of 115
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 XieDirector of Investor
RelationsTel: +86 10 5320 8599Email: ir@ikang.comWebsite:
www.ikanggroup.com
FleishmanHillardEmail: ikang@fleishman.com
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