China Nuokang Bio-Pharmaceutical Inc. Announces Extraordinary General Meeting of Shareholders
December 14 2012 - 9:00AM
China Nuokang Bio-Pharmaceutical Inc. (Nasdaq:NKBP) ("Nuokang" or
the "Company"), a leading China-based biopharmaceutical company
focused on the research, development, manufacture, marketing and
sales of hospital-based medical products, today announced that it
has called an extraordinary general meeting of shareholders (the
"EGM"), to be held at 9:30 a.m. (Beijing time) on January 15, 2013,
at 26th Floor, Gloucester Tower, The Landmark, 15 Queen's Road
Central, Hong Kong, to consider and vote on, among other things,
the proposal to authorize and approve the previously announced
agreement and plan of merger (the "Merger Agreement") dated
September 27, 2012, among the Company, Kingbird Investment Inc.
("Parent") and Kingbird Mergerco. Inc. ("Merger Sub"), and, solely
for the purposes of Section 6.16 thereof, Anglo China
Bio-technology Investment Holdings Limited and Britain Ukan
Technology Investment Holdings (Group) Limited, and the plan of
merger required to be filed with the Registrar of Companies of the
Cayman Islands, substantially in the form attached as Exhibit A to
the Merger Agreement (the "Plan of Merger") and the transactions
contemplated thereby (including the merger).
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will merge with and into the Company, with the Company
continuing as the surviving company. If completed, the merger
will result in the Company becoming a privately-held company and
its American depositary shares ("ADSs") will no longer be listed on
The NASDAQ Global Market and the American depositary shares program
for the ADSs will terminate. The Company's board of directors
unanimously recommends that the shareholders and ADS holders vote
FOR, among other things, the proposal to authorize and approve the
Merger Agreement, the Plan of Merger and the transactions
contemplated thereby (including the merger).
Shareholders of record at the close of business in the Cayman
Islands on January 5, 2013 will be entitled to vote at the EGM and
any adjournment thereof. The record date for ADS holders
entitled to instruct JPMorgan Chase Bank, N.A., the ADS depositary,
to vote the shares represented by the ADSs is the close of business
in New York City on December 17, 2012. Additional information
regarding the EGM and the Merger Agreement can be found in the
Transaction Statement on Schedule 13E-3, and the proxy statement
attached as Exhibit (a)(1) thereto, filed with the U.S Securities
and Exchange Commission ("SEC"), which can be obtained from the
SEC's website (http://www.sec.gov). INVESTORS AND
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE
SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED
MATTERS.
This announcement is neither a solicitation of a proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About China Nuokang Bio-Pharmaceutical Inc.
China Nuokang Bio-Pharmaceutical Inc. (Nasdaq:NKBP) is a leading
biopharmaceutical company in China focused on the research,
development, manufacture, marketing and sales of hospital-based
medical products. The Company provides a diversified portfolio of
products across more than 4,200 hospitals in China Nuokang's
principal products include Baquting®, China's leading hemocoagulase
product by market share, Kaitong®, a lipid emulsion alprostadil
product for the treatment of peripheral vascular diseases,
cardiocerebral microcirculation disorders and post-surgery
thrombosis; and alpha lipoic acid capsules, or ALA, an antioxidant
product that addresses diabetic neuropathy. The Company's product
pipeline includes product candidates under development in
hematological, cardiovascular and cerebrovascular disease
diagnosis, treatment and prevention. Please visit www.nkbp.com for
more information.
Forward-Looking Statements
This press release contains forward-looking statements relating
to the potential acquisition of the Company by an affiliate of Mr.
Baizhong Xue, the Chairman and Chief Executive Officer of the
Company. These are "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. The actual results of the transaction could vary materially
as a result of a number of factors, including: uncertainties as to
how the Company's shareholders will vote at the extraordinary
general meeting; the possibility that competing offers will be
made; and the possibility that various closing conditions for the
transaction may not be satisfied or waived. These forward-looking
statements reflect the Company's expectations as of the date of
this press release. The Company does not undertake any obligation
to update any forward-looking statement, except as required under
applicable law.
CONTACT: China Nuokang Bio-Pharmaceutical Inc.
Mr. Steven Duan
Vice President of Investor Relations
Email: dsz@nkbp.com
ICR, Inc.
Mr. Rob Koepp
Tel: (+86) 10-6583-7516 or (646) 405-5180
Email: robert.koepp@icrinc.com
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