UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of June 2015
Commission File Number: 001-33036
Mindray
Medical International Limited
Mindray Building, Keji 12th Road South,
Hi-tech Industrial Park, Nanshan,
Shenzhen 518057
Peoples Republic of China
(Address of principal executive office)
Indicate by check mark whether
the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F þ Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ¨
Indicate by check mark whether by furnishing the
information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨
No þ
If Yes is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): N/A
TABLE
OF CONTENTS
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Mindray Medical International Limited |
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By: |
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/s/ Alex Lung |
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Name: Alex Lung |
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Title: Chief Financial Officer |
Date: June 5, 2015
3
Exhibit 99.1
Mindray Announces Receipt of "Going Private"
Proposal at US$30.0 Per ADS or US$30.0 Per Ordinary Share
Shenzhen, China, June 4, 2015 - Mindray Medical International
Limited (“Mindray,” NYSE: MR), a leading developer, manufacturer and marketer of medical devices worldwide, today announced
that its board of directors (the “Board”) has received a preliminary non-binding proposal letter dated June 4, 2015
from Mr. Li Xiting, its Executive Chairman of the Board, President and Co-Chief Executive Officer, Mr. Xu Hang, its Chairman of
the Board, and Mr. Cheng Minghe, its Co-Chief Executive Officer and Chief Strategic Officer (collectively, the “Buyer Group”),
to acquire all of the outstanding shares of the Company not already owned by the Buyer Group in a going private transaction for
US$ 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
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