New Frontier Health Corporation (“NFH” or the “Company”) (NYSE:
NFH), operator of the premium healthcare services provider United
Family Healthcare (“UFH”), today announced that its board of
directors (the “Board”) has received a preliminary non-binding
proposal letter, dated February 9, 2021, from New Frontier Public
Holding Ltd. (“NFPH”), Carnival Investments Limited, a company
affiliated with Leung Kam Chung (the “Chairman”), Roberta Lipson
and her affiliates (collectively, the “CEO”), Max Rising
International Limited, a company affiliated with Carl Wu (the
“President”), Ying Zeng (the “COO”), Vivo Capital Fund IX (Cayman),
L.P.(“Vivo”), NF SPAC Holding Limited and Sun Hing Associates
Limited (together with NF SPAC Holding Limited, “Nan Fung”), Brave
Peak Limited (“Shimao”), Aspex Master Fund (“Aspex”), Smart Scene
Investment Limited (“Hysan”), and LY Holding Co., Limited (“LY”
and, together with NFPH, the Chairman, the CEO, the President, the
COO, Vivo, Nan Fung, Shimao, Aspex and Hysan, the “Buyer Group”) to
acquire all outstanding ordinary shares (the “Shares”) of the
Company not already beneficially owned by members of the Buyer
Group or their affiliates in a going-private transaction for
US$12.00 per share in cash (the “Proposed Transaction”). The
Proposed Transaction, if completed, would result in the Company
becoming a privately held company and its ordinary shares would be
delisted from the New York Stock Exchange. A copy of the proposal
letter is attached hereto as Exhibit A.
According to the proposal letter, the Buyer Group plans to
finance the Proposed Transaction with equity capital from existing
members of the Buyer Group and potential additional equity
investors and debt capital.
The Company expects that a special committee of the Board,
comprised solely of independent, disinterested directors, will be
formed to consider the proposal letter and evaluate the Proposed
Transaction. The Company cautions the holders of the Company’s
securities and others considering trading the Company’s securities
that the Board has just received the proposal letter and has not
had an opportunity to carefully review and evaluate the proposal or
make any decision with respect to the Company’s response to the
proposal. There can be no assurance that any definitive offer will
be made by the Buyer Group, that any agreement will be executed
relating to the Proposed Transaction or any other transaction or
that this or any other transaction will be approved or consummated.
The Company does not undertake any obligation to provide any
updates with respect to this or any other transaction, except as
required under applicable law.
About New Frontier Health Corporation
New Frontier Health Corporation (NYSE: NFH) is the operator of
United Family Healthcare (UFH), a leading private healthcare
provider offering comprehensive premium healthcare services in
China through a network of private hospitals and affiliated
ambulatory clinics. UFH currently has nine hospitals in operation
or under construction in all four tier 1 cities and selected tier 2
cities. Additional information may be found at www.nfh.com.cn.
Forward-Looking Statements
This press release contain “forward looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. When used in this
press release, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements
include, without limitation, NFH’s ability to address the effects
of the COVID-19 pandemic; NFH’s ability to manage patient inflows;
and NFH’s ability to prevent the spread of COVID-19 within its
facilities; NFH’s ability to grow its business manage its growth;
the benefits and synergies of the business combination it completed
in December 2019, including anticipated cost savings, results of
operations, financial condition, liquidity, prospects, growth,
strategies and the markets in which the Company operates. Such
forward-looking statements are based on available current market
material and the Company’s expectations, beliefs and forecasts
concerning future events impacting NFH. These forward-looking
statements are not guarantees of future results and involve a
number of known and unknown risks, uncertainties, assumptions and
other important factors, many of which are outside NFH’s control
that could cause actual results or outcomes to differ materially
from those discussed in the forward-looking statements. For a
discussion of such risks, please refer to NFH’s Annual Report on
Form 20-F, filed with the SEC on March 31, 2020 and NFH’s
subsequent filings with the SEC. NFH undertakes no obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
Exhibit A – Proposal Letter
February 9, 2021
The Board of Directors (the “Board”) New Frontier Health
Corporation 10 Jiuxianqiao Road, Hengtong Business Park B7
Building, 1/F Chaoyang District, 100015, Beijing, China
Dear Directors:
New Frontier Public Holding Ltd., an exempted company
incorporated with limited liability under the laws of the Cayman
Islands (the “Sponsor”), Carnival Investments Limited, a company
affiliated with Leung Kam Chung and incorporated with limited
liability under the laws of the British Virgin Islands (the
“Chairman”), Roberta Lipson, a national of the United States,
Benjamin Lipson Plafker Trust, Daniel Lipson Plafker Trust,
Johnathan Lipson Plafker Trust and Ariel Benjamin Lee Trust
(collectively, the “CEO”), Max Rising International Limited, a
company affiliated with Carl Wu and incorporated with limited
liability under the laws of the British Virgin Islands (the
“President”), Mr. Zeng Ying, a national of the People’s Republic of
China (“the COO”), Vivo Capital Fund IX (Cayman), L.P., an exempted
limited partnership organized under the laws of the Cayman Islands
(“Vivo”), NF SPAC Holding Limited, a company incorporated with
limited liability under the laws of the British Virgin Islands
(“Nan Fung A”), Sun Hing Associates Limited, a company incorporated
with limited liability under the laws of the British Virgin Islands
(“Nan Fung B,” collectively with Nan Fung A, “Nan Fung”), Brave
Peak Limited, a company incorporated with limited liability under
the laws of the British Virgin Islands (“Shimao”), Aspex Master
Fund, a company incorporated with limited liability under the laws
of the Cayman Islands (“Aspex”), Smart Scene Investment Limited, a
company incorporated with limited liability under the laws of Hong
Kong (“Hysan”), and LY Holding Co., Limited, a company incorporated
with limited liability under the laws of British Virgin Islands
(“LY”, together with the Sponsor, the Chairman, the CEO, the
President, the COO, Vivo, Nan Fung, Shimao, Aspex and Hysan, the
“Consortium” or “we”) are pleased to submit this preliminary
non-binding proposal to acquire all outstanding ordinary shares
(the “Shares”) of New Frontier Health Corporation (the “Company”)
not already beneficially owned by members of the Consortium or
their affiliates in a going private transaction (the
“Transaction”).
Our proposed purchase price for each Share is US$12.00 in cash,
reflecting a valuation of the Company’s fully loaded enterprise
value being approximately 86 times its 2019 adjusted EBITDA and 121
times its LTM EBITDA (before IFRS 16 adoption) as of Q3 2020. We
believe that our proposal provides an attractive opportunity for
the Company’s shareholders. Our proposed purchase price represents
a premium of approximately 27.9% to the closing trading price of
the Shares on February 8, 2021, the last trading day prior to the
date hereof and a premium of 36.8% to the volume-weighted average
closing price during the last 30 trading days.
As of the date hereof, members of the Consortium hold an
aggregate of 52,259,799 issued and outstanding Shares, representing
approximately 39.8% of the total issued and outstanding Shares. In
addition, the Sponsor holds voting proxies granted by shareholders
of the Company (not including any shareholder who is already a
member of the Consortium) in respect of 17,316,625 issued and
outstanding Shares, representing approximately 13.2% of the total
issued and outstanding Shares.
The principal terms and conditions upon which the Consortium is
prepared to pursue the Transaction are set forth below.
1. Consortium. The members of the Consortium have entered into a
consortium agreement and will, during the period beginning on the
date hereof and ending on the earlier of (i) the date that is
twenty-four (24) months after the date hereof and (ii) the
termination of the Consortium Agreement among the members of the
Consortium, work exclusively with each other to implement the
Transaction. Please be advised that members of the Consortium are
interested only in pursuing this Transaction and are not interested
in conducting or supporting any alternative transaction involving
the Company.
2. Purchase Price. We propose to acquire all of the outstanding
Shares, other than those beneficially owned by the members of the
Consortium and to be rolled over for the purposes of funding the
Transaction, at a purchase price equal to US$12.00 per Share, in
cash, based on the Company’s share capital set forth in the
Company’s public filings.
3. Financing. We intend to finance the Transaction with equity
capital sourced from existing members of the Consortium (including
by way of rollover shares and/or cash contribution) and potentially
additional equity investors, as well as debt financing to be
arranged by the Consortium.
4. Due Diligence. We are prepared to move expeditiously to
complete the proposed Transaction as soon as practicable. We have
engaged Simpson Thacher & Bartlett LLP as our legal counsel and
believe that, with the full cooperation of the Company, we can
complete customary commercial, legal, financial and accounting due
diligence for the Transaction, in a timely manner and in parallel
with discussions on the definitive agreements.
5. Definitive Documentation. Assuming our satisfaction with the
results of our due diligence investigation, we are prepared to
promptly negotiate and finalize the definitive agreements (the
“Definitive Agreements”) providing for the Transaction. This
proposal is subject to the execution of the Definitive Agreements.
We expect that such Definitive Agreements with respect to the
Transaction will contain representations, warranties, covenants and
conditions which are typical, customary and appropriate for
transactions of this type.
6. Process. We believe the Transaction will provide superior
value to the Company’s shareholders. We recognize that the Board
will evaluate the Transaction independently before it can make its
determination to endorse it. Given the involvement of the Sponsor,
the Chairman, the CEO, the President, the COO, Vivo, Nan Fung,
Shimao, Aspex, Hysan and LY, we expect that the independent,
disinterested members of the Board will proceed to consider the
proposed Transaction.
7. Confidentiality. Certain members of the Consortium will, as
required by law, promptly file an amendment to its Schedule 13D to
disclose this proposal. However, we are sure you will agree with us
that it is in all of our interests to ensure that we proceed in a
confidential manner, unless otherwise required by law, until we
have executed Definitive Agreements or terminated our
discussions.
8. No Binding Commitment. This proposal is not a binding offer,
agreement or an agreement to make a binding offer. This letter is a
preliminary indication of interest by the Consortium and does not
contain all matters upon which agreement must be reached in order
to consummate the proposed Transaction, nor does it create any
binding rights or obligations in favor of any person. A binding
commitment will result only from the execution of Definitive
Agreements, and then will be on the terms and conditions provided
in such documentation.
In closing, the Consortium would like to express its commitment
to working together to bring this proposed Transaction to a
successful and timely conclusion. Should you have any questions
regarding this proposal, please do not hesitate to contact us. We
look forward to hearing from you.
Sincerely,
NEW FRONTIER PUBLIC HOLDING LTD. For an on behalf of the
Consortium
/s/ Carl Wu Name: Carl Wu Title:
Director
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version on businesswire.com: https://www.businesswire.com/news/home/20210210005379/en/
Investors Harry Chang Tel: +852-9822-1806 Email:
harry@new-frontier.com
ICR, LLC William Zima Tel: +1-203-682-8200 Email:
bill.zima@icrinc.com
Media Wenjing Liu Tel: +86-10-5927-7342 Email:
liu.wenjing@ufh.com.cn
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