SHENZHEN, China, June 24, 2015 /PRNewswire/ -- Mindray Medical
International Limited ("Mindray" or the "Company") (NYSE: MR), a leading developer,
manufacturer and marketer of medical devices worldwide, announced
today that its board of directors has formed a special committee
(the "Special Committee") comprised of three independent directors
of the Company, Mr. Ronald Ede, Mr.
Kern Lim and Mr. Qiyao Wu, to
consider the previously announced non-binding proposal (the
"Proposal") received by the Company's board of directors (the
"Board") on 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").
As previously announced, the Proposal contemplates the Buyer
Group acquiring all of the outstanding ordinary shares of the
Company not beneficially owned by the Buyer Group, including
ordinary shares represented by the Company's American depositary
shares or "ADSs" (each representing one ordinary share of the
Company) in a going private transaction at a price of US$30.00 in cash per ordinary share or ADS,
subject to certain conditions (the "Proposed Transaction"). The
Board has formed the Special Committee, consisting of independent
directors that are unaffiliated with members of the Buyer Group and
not management members of the Company, to exclusively evaluate and,
if appropriate, negotiate the Proposed Transaction on behalf of the
Company and to consider other strategic options available to the
Company.
The Special Committee has retained Lazard Asia (Hong Kong) Limited as its independent
financial advisor and Shearman & Sterling as its U.S. legal
counsel to assist it in its evaluation of the Proposed Transaction
and any other alternative transaction.
The Company cautions its shareholders and others considering
trading in its securities that neither the Special Committee nor
the Board has set a definitive timetable for the completion of its
evaluation of the Proposed Transaction or any other alternative
transaction and the Company does not currently intend to announce
developments unless and until an agreement has been reached.
However, there can be no assurance that any definitive offer will
be made, that any agreement will be executed or that the Proposed
Transaction or any other transaction will be approved or
consummated.
Cautionary Statement Concerning Forward-Looking
Statements
This press release contains certain statements that are not
descriptions of historical facts, but are "forward-looking"
statements. These forward-looking statements can be identified by
terminology such as "will," "expects," "anticipates," "future,"
"intends," "plans," "believes," "estimates" and similar statements.
Mindray may also make written or oral forward-looking statements in
its periodic reports to the U.S. Securities and Exchange Commission
on forms 20-F and 6-K, 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.
Statements that are not historical facts, including statements
about Mindray's beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and
uncertainties that could cause actual results to differ materially
from the forward-looking statements. A number of important factors
could cause actual results to differ materially from those
contained in any forward-looking statement. Potential risks and
uncertainties include, but are not limited to, whether or not any
definitive offer will be made, or if made, whether it will be
approved and consummated, and such other risks outlined in
Mindray's filings with the U.S. Securities and Exchange Commission,
including its registration statements on Form F-1, F-3 and 20-F, in
each case as amended. Mindray does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law.
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 diagnostics, 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
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/mindray-announces-formation-of-a-special-committee-to-evaluate-going-private-proposal-300104049.html
SOURCE Mindray Medical International Limited