Chindex Announces Receipt of Superior Proposal
BEIJING and BETHESDA, Md., April 14, 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 receipt of an offer from a financial bidder to acquire all of the outstanding shares of Chindex common stock for $23 per share in cash.
The Company further announced that the committee of independent and disinterested directors (the "Transaction Committee") established by the Company's Board of Directors (the "Board") has determined that the bidder's offer constitutes a Superior Proposal, as defined in 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, pursuant to which the Buyer Consortium agreed to acquire all of the outstanding shares of Chindex common stock for $19.50 per share in cash. In making its determination that the bidder's offer constitutes a Superior Proposal, the Transaction Committee consulted with its independent financial advisor and outside legal counsel.
The definitive terms and conditions of a merger agreement detailing the offer have been fully negotiated, and the merger agreement is subject only to execution by the Company. The offer is not subject to a financing condition or any condition that any existing stockholders of the Company participate in the merger by rolling over equity and/or entering into a voting agreement.
Chindex provided notice to the Buyer Consortium on April 14, 2014 of the Transaction Committee's determination that the offer from the bidder constitutes a Superior Proposal.
The Merger Agreement sets forth requirements, limitations and timing provisions with respect to the Transaction Committee's process with respect to the Superior Proposal. Among other things, the Buyer Consortium has the right under the Merger Agreement to propose modifications to the terms of the Merger Agreement and related agreements prior to the expiration of a three business day notice period. 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.
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 www.chindex.com.
The Company intends to file with the Securities and Exchange Commission (the "SEC") a preliminary and definitive proxy statement and intends to furnish or file other materials with the SEC in connection with the proposed transaction. 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"), including, without limitation, statements relating to the completion of the proposed transaction. 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, (1) the Company may be unable to obtain stockholder approval as required for the transaction; (2) conditions to the closing of the transaction may not be satisfied; (3) the transaction may involve unexpected costs, liabilities or delays; (4) the business of the Company may suffer as a result of uncertainty surrounding the transaction; (5) the outcome of any legal proceedings related to the transaction; (6) the Company may be adversely affected by other economic, business, and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; (8) the ability to recognize benefits of the transaction; (9) risks that the transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction; and (10) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all. Additional factors that may affect the future results of the Company are 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 SEC 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.
For more information, please contact:
Chindex International Inc.
In U.S.: +1 646-328-2510
In China: +86 (10) 6583-7511
SOURCE Chindex International, Inc.