China Nuokang Bio-Pharmaceutical Inc. Announces Completion of Merger
07 Febbraio 2013 - 10:54AM
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 the
completion of the merger (the "Merger") with Kingbird Mergerco.
Inc. ("Merger Sub"), a wholly-owned subsidiary of Kingbird
Investment Inc. ("Parent"), an affiliate of Mr. Baizhong Xue, the
Chairman and Chief Executive Officer of the Company, pursuant to
the agreement and plan of merger (the "Merger Agreement") dated
September 27, 2012, among the Company, Parent and Merger Sub, and,
solely for the purposes of Section 6.16 thereof, Anglo China
Bio-technology Investment Holdings Limited and Britain Ukan
Technology Investment Holdings (Group) Limited. As a result of the
merger, the Company became a direct wholly-owned subsidiary of
Parent.
At the extraordinary general meeting of shareholders (the "EGM")
held on February 6, 2013, the Company's shareholders voted in favor
of, among other things, the proposal to authorize and approve the
Merger Agreement. Approximately 86.2% of the Company's total
outstanding ordinary shares with voting power voted in person or by
proxy at the EGM. Of the ordinary shares voted in person or by
proxy at the EGM, approximately 99.9% were voted in favor of the
proposal to approve and authorize the Merger Agreement.
Under the terms of the Merger Agreement, each of the Company's
ordinary shares issued and outstanding immediately prior to the
effective time of the Merger (the "Shares") has been canceled in
exchange for the right to receive $0.725 in cash without interest,
and each of the Company's American depositary shares, representing
eight Shares, issued and outstanding immediately prior to the
effective time of the Merger (the "ADSs"), has been canceled in
exchange for the right to receive $5.80 in cash without interest,
other than (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, (b)
Shares beneficially owned by Mr. Xue or his affiliates immediately
prior to the effective time of the Merger 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withdrawn or lost their rights to dissent from the Merger under the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.
Shareholders of record as of the effective time of the Merger
will receive a letter of transmittal and instructions on how to
surrender their share certificates in exchange for the merger
consideration. Shareholders should wait to receive the letter
of transmittal before surrendering their share
certificates. As soon as practicable after the date of this
announcement, JPMorgan Chase Bank, N.A. (the "Depositary"), will
call for the surrender of all ADSs for delivery of the merger
consideration. Upon the surrender of the ADSs, the Depositary
will pay to surrendering persons $5.80 per ADS (less a cancellation
fee of $0.05 per ADS) in cash without interest.
The Company also announced today that it has requested that
trading of its ADSs on the Nasdaq Global Market ("NASDAQ") be
suspended. The Company requested NASDAQ to file Form 25 with
the Securities and Exchange Commission (the "SEC") notifying the
SEC of the delisting of the ADSs on NASDAQ and the deregistration
of the Company's registered securities. The Company intends to
terminate its reporting obligations under the Securities Exchange
Act of 1934, as amended, by promptly filing a Form 15 with the
SEC. The Company's obligations to file with the SEC certain
reports and forms, including Form 20-F and Form 6-K, will be
suspended immediately as of the filing date of the Form 15 and will
cease once the deregistration becomes effective.
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 acquisition of the Company by an affiliate of Mr. Baizhong
Xue, the Chairman and Chief Executive Officer of the Company. 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. All
statements other than statements of historical fact in this press
release are forward-looking statements and involve certain risks
and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. 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
Grafico Azioni China Nuokang Bio-Pharmaceutical Inc. ADS, Each Representing Eight Ordinary Shares (MM) (NASDAQ:NKBP)
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