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, as of the close
of business (New York time) on August 14, 2018, it has received
notices of objection under Section 238(2) of the Cayman Islands
Companies Law (“Objection Notices”) which object to the proposed
merger (the “Merger”) contemplated by 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”), from shareholders of the
Company who hold Class A common shares representing, collectively,
approximately 18.33% of the total issued and outstanding shares of
the Company. As of the close of business (New York time) on
August 14, 2018, the Company has received from holders of the
Company’s American Depositary Shares (“ADSs”), including former
holders of ADSs who have provided Objection Notices to the Company,
requests for the Company to convert such holders’ ADSs into Class A
common shares of the Company which, upon conversion of all such
ADSs, would represent, collectively, approximately 32.37% of the
total issued and outstanding shares of the Company.
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 Objection Notices. Based on the Objection Notices
received by the Company as of the close of business (New York time)
on August 14, 2018, this condition is no longer satisfied.
The Company has informed Parent and Merger Sub
of the receipt of the Objection Notices and non-satisfaction of the
closing condition in Section 7.02(e) of the Merger Agreement. The
Company intends to request 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 assurance
that Parent and Merger Sub will waive such closing condition.
The Company reminds its shareholders that the
extraordinary general meeting of shareholders of the Company (the
“EGM”) to consider and vote on, among other matters, the Merger
Agreement and the transactions contemplated thereby (including the
Merger) will be held at 10:00 a.m. (Beijing time) on August 20,
2018. The Company’s board of directors, acting upon the unanimous
recommendation of a special committee of the Company’s independent
directors, recommends that the Company’s shareholders and ADS
holders vote FOR, among other things, the proposal to authorize and
approve the Merger Agreement and the transactions contemplated
thereby (including the Merger).
Schedule 13E-3 and Proxy
Statement
Additional information regarding the EGM and the
Merger Agreement can be found in the transaction statement on
Schedule 13E-3 and the proxy statement attached as Exhibit (a)-(1)
thereto, as amended, filed with the U.S. Securities and Exchange
Commission (the “SEC”), which can be obtained, along with other
filings containing information about the Company, the proposed
Merger and related matters, without charge, from the SEC’s website
(http://www.sec.gov). In addition, the Company’s proxy materials
(including the final proxy statement) have been mailed to
shareholders and ADS holders. Requests for additional copies of the
definitive proxy statement should be directed to MacKenzie
Partners, Inc., the Company’s proxy solicitor, toll-free at (800)
322-2885 (or +1 (212) 929-5500 outside of the United States) (call
collect) or via email at proxy@mackenziepartners.com.
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ,
CAREFULLY AND IN THEIR ENTIRETY, THESE MATERIALS AND OTHER
MATERIALS FILED WITH OR FURNISHED TO THE SEC AS THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED
MATTERS.
The Company and certain of its directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be “participants” in the
solicitation of proxies from our shareholders with respect to the
proposed Merger. Information regarding the persons who may be
considered “participants” in the solicitation of proxies is set
forth in the definitive proxy statement and Schedule 13E-3
transaction statement relating to the proposed Merger. Further
information regarding persons who may be deemed participants,
including any direct or indirect interests they may have, is also
set forth in the definitive proxy statement.
This announcement is neither a solicitation of
proxies, an offer to purchase nor a solicitation of an offer to
sell any securities and it is not a substitute for the proxy
statement and other materials that have been or will be filed with
or furnished to the SEC.
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 July 16, 2018, iKang has a nationwide network of 113
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 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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