UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF
1934
For the month of December 2012
Commission File Number: 001-34564
China Nuokang
Bio-Pharmaceutical Inc.
No. 18-1 East Nanping Road
Hunnan National New & High-tech Development Zone
Shenyang,
Liaoning Province
Peoples Republic of China 110171
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F
x
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):
¨
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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China Nuokang Bio-Pharmaceutical Inc.
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By:
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/s/ Baizhong Xue
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Name:
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Baizhong Xue
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Title:
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Chairman and Chief Executive Officer
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Date: December 17, 2012
Exhibit Index
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Exhibit No.
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Description
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Exhibit 99.1
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Press Release
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Exhibit 99.1
China Nuokang Bio-Pharmaceutical Inc. Announces
Extraordinary General
Meeting of Shareholders
BEIJING, Dec. 14, 2012 (GLOBE NEWSWIRE) 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 Queens 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 Companys 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 SECs 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 Nuokangs principal products include Baquting
®
, Chinas 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 Companys 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 Companys 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 Companys 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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