iKang Healthcare Group, Inc. Extends Shareholder Rights Plan
29 November 2018 - 9:00PM
iKang Healthcare Group, Inc. (“iKang” or the “Company”)
(Nasdaq: KANG), announced today that its board of directors (the
“Board of Directors”) has unanimously approved the extension of its
Rights Agreement, presently scheduled to expire on December 2,
2018, for another year.
The Rights Agreement is designed to ensure that
all shareholders of the Company receive fair and equal treatment in
the event that an unsolicited attempt is made to acquire the
Company outside of the process led by a special committee of
independent directors of the Company (the “Special
Committee”). The Board of Directors and the Special Committee
have determined that it is advisable and in the best interests of
the Company and its shareholders to extend the Rights Agreement for
an additional year as the Special Committee and the Board of
Directors are continuing to engage in discussions with IK
Healthcare Investment Limited (“Parent”) and IK Healthcare Merger
Limited (“Merger Sub”) in connection with the proposed merger (the
“Merger”) pursuant to the agreement and plan of merger dated as of
March 26, 2018, as amended pursuant to Amendment No. 1 thereto
dated May 29, 2018 and Amendment No. 2 thereto dated as of
September 25, 2018 (the “Merger Agreement”), by and among the
Company, Parent and Merger Sub. As previously disclosed, the
termination date under the Merger Agreement has passed. The
Company cautions its shareholders and others considering trading
its securities that there is no indication or assurance that Parent
and Merger Sub will waive the closing condition related to
dissenting shareholders in Section 7.02(e) of the Merger Agreement
and proceed to consummate the Merger.
About iKang Healthcare Group, Inc.
iKang Healthcare Group, Inc. is one of the
largest providers in China’s fast-growing private preventive
healthcare space through its nationwide healthcare services
network.
iKang’s nationwide integrated network of
multi-brand self-owned medical centers and third-party facilities,
provides comprehensive and high-quality preventive healthcare
solutions across China, including medical examination, disease
screening, outpatient service and other value-added services.
iKang’s customer base primarily comprises corporate clients, who
contract with iKang to deliver medical examination services to
their employees and clients and receive these services at
pre-agreed rates. iKang also directly markets its services to
individual customers. In the fiscal first quarter ended
June 30, 2018, iKang served a total of 1.68 million customer
visits under both corporate and individual programs.
As of November 29, 2018, iKang has a
nationwide network of 117 self-owned operating medical centers,
covering 34 of China’s most affluent cities: Beijing, Shanghai,
Guangzhou, Shenzhen, Chongqing, Tianjin, Nanjing, Suzhou, Hangzhou,
Chengdu, Fuzhou, Jiangyin, Changzhou, Wuhan, Changsha, Yantai,
Yinchuan, Weihai, Weifang, Shenyang, Xi’an, Wuhu, Guiyang, Ningbo,
Foshan, Jinan, Bijie, Qingdao, Wuxi, Kaili, Mianyang, Zhenjiang and
Guyuan, as well as Hong Kong. iKang has also extended its coverage
to over 200 cities by contracting with over 400 third-party
facilities, which include select independent medical examination
centers and hospitals across all of China’s provinces, creating a
nationwide network that allows iKang to serve its customers in
markets where it does not operate its own medical centers.
Forward-looking statements
This press release contains forward-looking
statements. These statements, including management quotes and
business outlook, are made under the “safe harbor” provisions of
the U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
“will,” “estimate,” “project,” “predict,” “believe,” “expect,”
“anticipate,” “intend,” “potential,” “plan,” “goal” and similar
statements. iKang may also make written or oral
forward-looking statements in its periodic reports to the U.S.
Securities and Exchange Commission, 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. Such statements involve certain risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied in the forward-looking statements.
These forward-looking statements include, but are not limited to,
statements about: the Company’s goals and strategies; its future
business development, financial condition and results of
operations; its ability to retain and grow its customer base and
network of medical centers; the growth of, and trends in, the
markets for its services in China; the demand for and market
acceptance of its brand and services; competition in its industry
in China; relevant government policies and regulations relating to
the corporate structure, business and industry; fluctuations in
general economic and business conditions in China. Further
information regarding these and other risks is included in iKang’s
filing with the Securities and Exchange Commission. iKang
undertakes no duty to update any forward-looking statement as a
result of new information, future events or otherwise, except as
required under applicable law.
IR Contact:
iKang Healthcare Group, Inc.Christy XieDirector of Investor
RelationsTel: +86 10 5320 8599Email: ir@ikang.comWebsite:
www.ikanggroup.com
FleishmanHillardEmail: ikang@fleishman.com
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