Chindex Announces End of 'Go-Shop' Period; Board Transaction Committee Designates an Excluded Person
BEIJING and BETHESDA, Md., April 7, 2014 /PRNewswire/ -- Chindex International, Inc. (NASDAQ: CHDX) ("Chindex" or the "Company"), an American healthcare company providing services in China through the operations of United Family Healthcare, a network of private primary care hospitals and affiliated ambulatory clinics, today announced the expiration on April 3, 2014 of the 45-day "go-shop" period provided for under the terms of the previously announced merger agreement (the "Merger Agreement") between the Company and a buyer consortium (the "Buyer Consortium") comprised of an affiliate of TPG, an affiliate of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., and Ms. Roberta Lipson, the CEO of the Company.
During the "go-shop" period, representatives of Morgan Stanley & Co. LLC, financial advisor to the committee of independent and disinterested directors of the Company's Board of Directors (the "Transaction Committee"), engaged on behalf of the Transaction Committee in a broad solicitation of strategic and financial parties potentially interested in pursuing an alternative transaction with the Company.
Prior to the expiration of the "go-shop" period, the Transaction Committee received a written proposal for an alternative transaction with the Company. After consulting with its financial and legal advisors, the Transaction Committee has determined, pursuant to Section 6.2(b) of the Merger Agreement, that the proposal (the "alternative proposal") is reasonably likely to lead to a "Superior Proposal" (as defined in the Merger Agreement), and also has determined that the group from which the Transaction Committee received the alternative proposal is an "Excluded Person" (as defined in the Merger Agreement).
Subject to compliance with the requirements set forth in the Merger Agreement, the Transaction Committee intends to respond to and continue to engage in discussions and negotiations with such Excluded Person.
The Transaction Committee has not yet determined whether the alternative proposal constitutes a Superior Proposal under the Merger Agreement. The alternative proposal is subject to several conditions, including the negotiation of mutually acceptable definitive agreements. Accordingly, there can be no assurance that the alternative proposal will ultimately lead to a Superior Proposal (or, in the event it leads to a Superior Proposal, the timing thereof) as discussions and negotiations with the Excluded Person could terminate at any time. The Merger Agreement sets forth requirements, limitations and timing provisions with respect to the Transaction Committee's process with respect to the alternative proposal. The Transaction Committee has not changed its recommendation that the Company's stockholders vote to approve the Company's pending merger with an entity owned by the Buyer Consortium pursuant to the Merger Agreement.
Morgan Stanley & Co. LLC is serving as financial advisor and Hughes Hubbard & Reed LLP is serving as lead legal advisor to the Transaction Committee in connection with the pending merger and the alternative proposal.
Chindex is an American health care company providing health care services in China through the operations of United Family Healthcare, a network of private primary care hospitals and affiliated ambulatory clinics. United Family Healthcare currently operates in Beijing, Shanghai, Tianjin and Guangzhou. The Company also provides medical capital equipment and products through Chindex Medical Ltd., a joint venture company with manufacturing and distribution businesses serving both domestic China and export markets. With more than thirty years of experience, the Company's strategy is to continue its growth as a leading integrated health care provider in the Greater China region. Further Company information may be found at the Company's website at http://www.chindex.com.
This communication may be deemed to be solicitation material in respect of the proposed merger of the Company with the Buyer Consortium. In connection with the proposed transaction with the Buyer Consortium, the Company intends to file a preliminary and definitive proxy statement and other relevant materials with the Securities and Exchange Commission ("SEC"). The definitive proxy statement will be sent or given to the stockholders of the Company and will contain important information about the Company, the proposed transaction and related matters. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY ARE AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER. The proxy statement and other relevant materials (when they become available), and any other documents filed by Chindex with the SEC, may be obtained, without charge, from the SEC's website (www.sec.gov) or, without charge, from Chindex by mail or online from the Chindex website at the Investor Relations section of www.chindex.com.
Participants in the Solicitation
Chindex and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Chindex stockholders with respect to the proposed merger. Information regarding any interests that the executive officers and directors of Chindex may have in the transaction will be set forth in the preliminary and definitive proxy statements described above to be filed with the SEC.
Safe Harbor Statement
Statements made in this press release relating to plans, strategies, objectives, economic performance and trends and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, the factors set forth under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, updates and additions to those "Risk Factors" in the Company's interim reports on Form 10-Q, Forms 8-K and in other documents filed by us with the Securities and Exchange Commission from time to time. Forward-looking statements may be identified by terms such as "may," "will," "should," "could," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "forecasts," "potential," or "continue" or similar terms or the negative of these terms. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. The Company has no obligation to update these forward-looking statements.
SOURCE Chindex International, Inc.