SHENZHEN, China, June 4, 2015 /PRNewswire/ -- Mindray Medical
International Limited ("Mindray," NYSE: MR), a leading developer,
manufacturer and marketer of medical devices worldwide, today
announced that its board of directors (the "Board") has received a
preliminary non-binding proposal letter dated June 4, 2015 from Mr. Li
Xiting, its Executive Chairman of the Board, President and
Co-Chief Executive Officer, Mr. Xu
Hang, its Chairman of the Board, and Mr. Cheng Minghe, its
Co-Chief Executive Officer and Chief Strategic Officer
(collectively, the "Buyer Group"), to acquire all of the
outstanding shares of the Company not already owned by the Buyer
Group in a going private transaction for US$
30.0 per American Depositary Share ("ADS", each ADS
representing one ordinary share) or US$
30.0 per ordinary share in cash, subject to certain
conditions. A copy of the proposal letter is attached hereto as
Exhibit A.
The Board intends to form a special committee consisting of
independent directors to consider this proposal. The Company
cautions its shareholders and others considering trading in its
securities that the Board just received the non-binding proposal
and has not made any decisions with respect thereto. There can be
no assurance that any definitive offer will be made, that any
agreement will be executed or that this or any other transaction
will be approved or consummated.
About Mindray
We are a leading developer, manufacturer and marketer of medical
devices worldwide. We maintain our global headquarters in
Shenzhen, China, U.S. headquarters
in Mahwah, New Jersey and multiple
sales offices in major international markets. From our main
manufacturing and engineering base in China, we supply through our worldwide
distribution network a broad range of products across three primary
business segments, namely patient monitoring and life support,
in-vitro diagnostic, and medical imaging systems. For more
information, please visit http://ir.mindray.com.
For investor and media inquiries, please contact:
In China:
Cathy Gao
Mindray Medical International Limited
Tel: +86-755-8188-8023
Email: cathy.gao@mindray.com
In the U.S.:
Hoki Luk
Western Bridge, LLC
Tel: +1-646-808-9150
Email: hoki.luk@westernbridgegroup.com
Exhibit A
June 4, 2015
The Board of Directors
Mindray Medical International Limited
Mindray Building, Keji 12th Road South
Hi-tech Industrial Park, Nanshan, Shenzhen 518057
The People's Republic of
China
Dear Sirs:
Mr. Li Xiting, Executive
Chairman, President and Co-Chief Executive Officer of the Company
("Mr. Li"), Mr. Xu Hang, Chairman of
the Company ("Mr. Xu"), and Mr. Cheng Minghe, Co-Chief Executive
Officer and Chief Strategic Officer of the Company ("Mr. Cheng",
together with Mr. Li and Mr. Xu, the "Buyer Group"), are pleased to
submit this preliminary non-binding proposal to acquire all
outstanding Class A ordinary shares (the "Shares") of Mindray
Medical International Limited (the "Company") not owned by the
Buyer Group and their respective affiliates in a going-private
transaction (the "Acquisition"). The Buyer Group and their
respective affiliates currently beneficially own approximately
27.7% of the ordinary shares of the Company representing
approximately 63.5% in the Company's shareholder votes.
We believe that our proposal of US$30.0 in cash per American Depositary share of
the Company ("ADS", each representing one Share) will provide a
very attractive opportunity to the Company's shareholders. This
price represents a premium of approximately 9.21% to the Company's
closing price on June 3, 2015.
The terms and conditions upon which we are prepared to pursue
the Acquisition are set forth below. We are confident in our
ability to consummate an Acquisition as outlined in this
letter.
1. Buyer. Members of the Buyer Group intend to form
an acquisition vehicle for the purpose of pursuing the Acquisition
(the "Acquisition Vehicle"), and they intend to work with each
other on an exclusive basis in pursuing the Acquisition.
2. Purchase Price. Our proposed consideration
payable for the Shares acquired in the Acquisition will be
US$30.0 per ADS, or US$30.0 per Share, in cash.
3. Financing. We intend to finance the Acquisition
with a combination of debt and equity capital. Equity
financing will be provided by the Buyer Group in the form of cash
and rollover equity in the Company. Debt financing is
expected to be provided by loans from third party financial
institutions. We are confident that we can timely secure
adequate financing to consummate the Acquisition.
4. Due Diligence. Parties providing financing will
require a timely opportunity to conduct customary due diligence on
the Company. We would like to ask the board of directors of
the Company to accommodate such due diligence request and approve
the provision of confidential information relating to the Company
and its business to possible sources of equity and debt financing
subject to a customary form of confidentiality agreement.
5. Definitive Agreements. We have engaged Skadden,
Arps, Slate, Meagher & Flom LLP as our U.S. legal
counsel. We are prepared to negotiate and finalize definitive
agreements (the "Definitive Agreements") expeditiously. This
proposal is subject to execution of the Definitive
Agreements. These documents will include provisions typical
for transactions of this type.
6. Confidentiality. The Buyer Group will, as
required by law, promptly file a Schedule 13D to disclose this
letter. We are sure you will agree with us that it is in all
of our interests to ensure that we proceed our discussions relating
to the Acquisition in a confidential manner, unless otherwise
required by law, until we have executed the Definitive Agreements
or terminated our discussions.
7. Process. We believe that the Acquisition will
provide superior value to the Company's shareholders. We
recognize of course that the Board will evaluate the proposed
Acquisition independently before it can make its determination
whether to endorse it. In considering the proposed
Acquisition, you should be aware that we are interested only in
acquiring the outstanding Shares that the Buyer Group and their
respective affiliates do not already own, and that the Buyer Group
and their respective affiliates do not intend to sell their stake
in the Company to a third party.
8. No Binding Commitment. This letter constitutes
only a preliminary indication of our interest, and does not
constitute any binding commitment with respect to an
Acquisition. Such a commitment will result only from the
execution of Definitive Agreements, and then will be on the terms
provided in such documentation.
* * * * *
In closing, each of us would like to personally express our
commitment to working together to bring this Acquisition to a
successful and timely conclusion. Should you have any
questions regarding this proposal, please do not hesitate to
contact any of us. We look forward to speaking with you.
Sincerely,
Mindray Medical International Limited
By:/s/ Li Xiting
Name: Li Xiting
Title: Executive Chairman, President and Co-Chief Executive
Officer
By:/s/ Xu Hang
Name: Xu Hang
Title: Chairman
By:/s/ Cheng Minghe
Name: Cheng Minghe
Title: Co-Chief Executive Officer and Chief Strategic
Officer
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/mindray-announces-receipt-of-going-private-proposal-at-us300-per-ads-or-us300-per-ordinary-share-300094161.html
SOURCE Mindray Medical International Limited