FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
REPORT OF
FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2010
Commission File Number: 000-51440
CHINA MEDICAL TECHNOLOGIES, INC.
(Translation of registrants name into English)
No. 24
Yong Chang North Road
Beijing Economic-Technological Development Area
Beijing 100176
Peoples Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover 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):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes
¨
No
x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
N/A
CHINA MEDICAL TECHNOLOGIES, INC.
Form 6-K
TABLE OF CONTENTS
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 MEDICAL TECHNOLOGIES, INC.
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By:
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S
/ T
AKYUNG
(S
AM
)
T
SANG
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Name:
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Takyung (Sam) Tsang
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Title:
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Chief Financial Officer
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Date:
December 1, 2010
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China Medical Technologies, Inc. Announces Pricing of
US$125 Million Convertible Senior Notes
Beijing, China, December 1, 2010 - China Medical Technologies, Inc. (the Company) (Nasdaq: CMED), a leading China-based advanced in-vitro diagnostic (IVD) company, today
announced that it increased the size of its previously announced offering of convertible senior notes. On November 30, 2010, the Company priced US$125 million in aggregate principal amount of convertible senior notes due 2016 at an issue price
of 100%. The transaction is expected to close on December 6, 2010, subject to satisfaction of various customary closing conditions. The Company has granted to the initial purchaser an option to purchase up to an additional US$25 million
principal amount of notes solely to cover over-allotments. The Company intends to use the net proceeds from the offering to repurchase, from time to time, its outstanding convertible notes, to pay for its expenses associated with the capped call
transaction described below and for general corporate purposes.
The notes will be the Companys senior unsecured obligations and will
rank equally in right of payment with all of its existing and future senior unsecured indebtedness. The notes will bear interest at the rate of 6.25% per year, payable semiannually on June 15 and December 15 of each year, beginning
June 15, 2011. The notes will mature on December 15, 2016. Holders may initially convert their notes into the Companys American Depositary Shares (ADSs) at a conversion rate of 68.6189 ADSs per US$1,000 principal amount
of notes (representing an initial conversion price of approximately US$14.57 per ADS and a conversion premium of approximately 27.5% based on the closing sale price of the Companys ADSs on the Nasdaq Global Select Market on November 30 of
US$11.43 per ADS). The initial conversion rate is subject to adjustment under certain circumstances. The notes will be convertible into the Companys ADSs at any time prior to the close of business on the business day immediately preceding the
maturity date of the notes.
The notes will be subject to redemption at the Companys option, in whole or in part, on or after
December 15, 2013 at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, to, but excluding, the redemption date, if the closing sale price of the Companys ADSs exceeds
130% of the applicable conversion price for at least 20 trading days within a period of any 30 consecutive trading days ending on the trading day prior to the date on which the Company mails the redemption notice. If the Company experiences a
fundamental change, holders may require it to purchase for cash all or a portion of such holders notes, at a price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest, to, but excluding, the fundamental change
purchase date.
In connection with the offering, the Company has entered into a capped call transaction relating to US$100 million in
principal amount of the notes with an affiliate of the initial purchaser. The Company does not expect to enter into additional capped call transactions in connection with this offering. The capped call transaction is expected generally to reduce the
potential dilution of the Companys ADSs upon a conversion of notes in the event that the market value per ADS of the Company, as measured under the terms of the capped call transaction, is greater than the strike price of the capped call
transaction (which corresponds to the initial conversion price of the notes and is subject to certain adjustments similar to those contained in the notes). The capped call transaction has a cap price equal to approximately US$17.15 (50% above the
closing sale price of the Companys ADSs on the Nasdaq Global Select Market on November 30, 2010).
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The Company has been advised that, in connection with hedging the capped call transaction, the hedge
counterparty or its affiliates expect to enter into various derivative transactions with respect to the Companys ADSs concurrently with, or shortly after, the pricing of the notes and may, from time to time following the pricing of the notes,
enter into or unwind various derivatives and/or purchase or sell the Companys ADSs in secondary market transactions. These activities could increase (or reduce the size of any decrease in) the price of the Companys ADSs concurrently with
or following the pricing of the notes, and may also cause an increase or a decrease in the price of the Companys ADSs following any conversion of notes and during the period prior to, at or following the maturity date.
The notes and any ADSs issuable upon conversion of the notes, including the ordinary shares represented by such ADSs, will not be and have not been
registered under the Securities Act of 1933, as amended (the Securities Act), or any state securities law, and may not be offered or sold in the United States or to any U.S. persons absent registration under the Securities Act, or
pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The notes will be offered only to qualified institutional buyers
under Rule 144A of the Securities Act.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the notes
or any ADSs issuable upon conversion of the notes, nor shall there be any offer, solicitation or sale of any notes or any ADSs issuable upon conversion of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About China Medical Technologies, Inc.
China Medical Technologies, Inc. is a leading China-based advanced IVD company using molecular diagnostic technologies including Fluorescent in situ Hybridization (FISH) and Surface Plasmon Resonance
(SPR) and an immunodiagnostic technology, Enhanced Chemiluminescence Immunoassay (ECLIA), to develop, manufacture and distribute diagnostic products used for the detection of various cancers, diseases and disorders as well as companion diagnostic
tests for targeted cancer drugs. The Company generates all of its revenues in China through the sale of diagnostic consumables including FISH probes, SPR-based DNA chips and ECLIA reagent kits to hospitals which are recurring users of the
consumables for their patients. The Company sells FISH probes and SPR chips to large hospitals through its direct sales force and ECLIA reagent kits to small and mid-size hospitals through distributors.
Safe Harbor Statement
This press
release contains forward-looking statements. These statements constitute forward-looking statements within the meaning of 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 will, expects, anticipates, future, intends, plans,
believes, estimates and similar statements. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Further information
regarding these and other risks is included in the Companys filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F. The Company does not undertake any obligation to update any forward-looking
statement as a result of new information, future events or otherwise, except as required under applicable law.
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Contact
Sam Tsang and Winnie Yam
Tel: 852-2511-9808
Email:
IR@chinameditech.com
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