SHENZHEN, China, March 3, 2016 /PRNewswire/ -- Mindray Medical
International Limited ("Mindray" or the "Company", NYSE: MR), a
leading developer, manufacturer and marketer of medical devices
worldwide, today announced the completion of its merger (the
"merger") with Solid Union Limited ("Merger Sub"), a wholly-owned
subsidiary of Excelsior Union Limited ("Parent"), pursuant to the
previously announced agreement and plan of merger (the "Merger
Agreement") dated as of November 4,
2015 and amended on December 20,
2015, among the Company, Parent and Merger Sub. As a result
of the merger, the Company has ceased to be a publicly traded
company and became a wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on February 26, 2016, each of the
Company's ordinary shares, consisting of Class A ordinary shares
and Class B ordinary shares, par value HK$0.001 per share (each, a "Share"), issued and
outstanding immediately prior to the effective time of the merger,
has been cancelled in exchange for the right to receive
US$28.0 in cash per Share without
interest and net of any applicable withholding taxes, other than
(x) Shares beneficially owned by certain rollover shareholders (the
"Rollover Shares"), (y) Shares owned by shareholders who have
validly exercised and have not effectively withdrawn or lost their
dissenter rights under the Cayman Islands Companies Law (the
"CICL") (the "Dissenting Shares"), and (z) Shares represented by
American depositary shares, each representing one Share (the
"ADSs"). Each ADS issued and outstanding immediately prior to the
effective time of the merger (other than ADSs representing the
Rollover Shares) has been cancelled in exchange for the right to
receive US$28.0 in cash per ADS
without interest and net of any applicable withholding taxes (less
US$0.05 per ADS cancellations fees).
The Rollover Shares have been cancelled for no consideration, and
the Dissenting Shares have been cancelled for payment of their fair
value to be determined in accordance with the CICL.
Shareholders of record as of the effective time of the merger
who are entitled to merger consideration will receive a letter of
transmittal and instructions on how to surrender their share
certificates in exchange for the merger consideration. Shareholders
should wait to receive the letter of transmittal before
surrendering such certificates. As soon as practicable after the
date of this announcement, the Bank of New York Mellon, in its
capacity as the ADS depositary (the "Depositary") will call for the
surrender of ADSs (other than ADS representing the Rollover Shares)
for delivery of the merger consideration. Upon the surrender of
ADSs, the Depositary will pay to the surrendering holders
US$28.0 per ADS in cash without
interest (less US$0.05 per ADS
cancellation fees).
The Company also announced today that it requested that trading
of its ADSs on the New York Stock Exchange (the "NYSE") be
suspended. The Company requested that the NYSE file a Form 25 with
the U.S. Securities and Exchange Commission (the "SEC") notifying
the SEC of the delisting of its ADSs on the NYSE and the
deregistration of the Company's registered securities. The
deregistration will become effective 90 days after the filing of
Form 25 or such shorter period as may be determined by the SEC. The
Company intends to suspend its reporting obligations under the
Securities Exchange Act of 1934, as amended, by filing a Form 15
with the SEC in approximately ten days. The Company's obligations
to file with the SEC certain reports and forms, including Form 20-F
and Form 6-K, will be suspended immediately as of the filing date
of the Form 15 and will terminate once the deregistration becomes
effective.
In connection with the merger, Lazard Asia (Hong Kong) Limited is serving as the financial
advisor to the special committee of the board of directors of the
Company (the "Special Committee"). Shearman & Sterling LLP is
serving as the U.S. legal counsel to the Special Committee and
Walkers is serving as the Cayman
Islands legal counsel to the Company.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as the
U.S. legal counsel to Mr. Li Xiting,
the executive chairman of the board of directors of the Company
(the "Board"), president and co-chief executive officer of the
Company, Mr. Xu Hang, the chairman
of the Board, and Mr. Cheng Minghe, the co-chief executive officer
and chief strategic officer of the Company (collectively, the
"Buyer Group"). Conyers Dill &
Pearman is serving as the Cayman
Islands legal counsel to the Buyer Group.
Cautionary Statement Concerning Forward Looking
Statements
This press release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "if," "will," "expected," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. These forward-looking
statements reflect the Company's expectations as of the date of
this press release. You should not rely upon these forward-looking
statements as predictions of future events. The Company does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
About Mindray
Mindray (NYSE: MR) is a leading developer, manufacturer and
marketer of medical devices worldwide. Mindray maintains its global
headquarters in Shenzhen, China, its U.S. headquarters in Mahwah,
New Jersey and has multiple sales offices in major
international markets. From its main manufacturing and engineering
base in China, Mindray supplies through its 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
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SOURCE Mindray Medical International Limited