iKang Healthcare Group, Inc. (“iKang” or the “Company”)
(Nasdaq: KANG), a major provider in China’s fast growing private
preventive healthcare services market, today announced the
completion of its merger (the “Merger”) with IK Healthcare Merger
Limited (“Merger Sub”), a wholly owned subsidiary of IK Healthcare
Investment Limited (“Parent”), pursuant to the previously announced
agreement and plan of merger dated as of March 26, 2018 and amended
pursuant to Amendment No. 1 thereto dated as of May 29, 2018,
Amendment No. 2 thereto dated as of September 25, 2018 and
Amendment No. 3 thereto dated as of December 14, 2018 (the “Merger
Agreement”), by and among the Company, Parent and Merger Sub. As a
result of the Merger, the Company 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 August 20, 2018, each of the Company’s
Class A common shares and Class C common shares (collectively, the
“Shares”) issued and outstanding immediately prior to the effective
time of the Merger, other than (a) Shares held by Parent, the
Company or any of their respective subsidiaries, (b) Shares issued
to the depositary of the Company’s ADS program and reserved for the
exercise of the options granted under the Company’s share incentive
plans, (c) Shares beneficially owned by Mr. Lee Ligang Zhang and
Mr. Boquan He, which are rolled over in the transaction, (d) Shares
held by shareholders who have validly exercised their rights to
dissent from the Merger in accordance with Section 238 of the
Companies Law of the Cayman Islands and thereafter effectively
withdrawn such rights to dissent pursuant to agreements entered
into between such shareholders and Merger Sub prior to the
effective time of the Merger, and (e) Shares held by shareholders
who have validly exercised and not effectively withdrawn or lost
their rights to dissent (Shares described under (a) through (e)
above are collectively referred to herein as the “Excluded or
Dissenting Shares”) has been cancelled in exchange for the right to
receive US$41.20 in cash per Share and each of the Company’s
American depositary shares (other than any ADS that represents the
Excluded or Dissenting Shares), each representing 1/2 of a Class A
common share (the “ADSs”), issued and outstanding immediately prior
to the effective time of the Merger has been cancelled in exchange
for the right to receive US$20.60 in cash per ADS, in each case
without interest and net of any applicable withholding taxes.
Each record holder of Shares and registered
holder of ADSs evidenced by American depositary receipts (“ADRs”)
as of the effective time of the Merger who is entitled to the
merger consideration will receive a letter of transmittal
specifying how the delivery of the merger consideration will be
effected and instructions for surrendering the share certificates
or ADRs, as applicable, in exchange for the applicable merger
consideration. Record holders of Shares and ADS holders who hold
ADRs should wait to receive the letters of transmittal before
surrendering their share certificates or ADRs. A holder of ADSs
held in "street name" by a broker, bank or other nominee will not
be required to take any additional action to receive the applicable
merger consideration and should address any questions concerning
the receipt of the merger consideration to its broker, bank or
other nominee.
The Company also announced today that it has
requested that trading of its ADSs on the Nasdaq Global Select
Market (“Nasdaq”) be suspended as of the close of trading on
January 18, 2019 (New York time). The Company has requested that
Nasdaq file a Form 25 with the Securities and Exchange Commission
(the “SEC”) notifying the SEC of the delisting of the Company’s
ADSs on Nasdaq and the deregistration of the Company’s registered
securities. The deregistration will become effective 90 days after
the filing of the 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
following the filing of the Form 25. 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.
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 January 18, 2019, iKang has a nationwide
network of 119 self-owned operating medical centers, covering 35 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, Guyuan and
Liupanshui, 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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