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 that it has
entered into an amendment No. 3 (“Amendment No. 3”) to amend its
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 and Amendment No. 2 thereto dated as of
September 25, 2018 (the “Merger Agreement” and, as amended by
Amendment No. 3, the “Amended Merger Agreement”), by and among the
Company, IK Healthcare Investment Limited (“Parent”) and IK
Healthcare Merger Limited (“Merger Sub”).
As previously disclosed, either the Company or
Parent has had the right to terminate the Merger Agreement since
November 1, 2018 because the merger contemplated by the Merger
Agreement (the “Merger”) had not been completed by October 31, 2018
(the “Termination Date”). Pursuant to Amendment No. 3, the parties
have agreed to extend the Termination Date to January 31, 2019.
Amendment No. 3 also amends the closing
condition in Section 7.02(e) of the Merger Agreement to provide
that the obligations of Parent and Merger Sub to consummate the
Merger and the other transactions contemplated by the Merger
Agreement are subject to the condition that the number of shares
held by shareholders who have validly exercised and not effectively
withdrawn or lost their rights to dissent from the Merger in
accordance with Section 238 of the Cayman Islands Companies Law,
represents no more than 15% of the total outstanding shares of the
Company. The Company has been informed by Parent and Merger Sub
that a substantial majority of the dissenting shareholders have
agreed to withdraw as dissenters and, accordingly, it is expected
that the closing condition set forth in Section 7.02(e) of the
Amended Merger Agreement will be satisfied.
In addition, Amendment No. 3 amends the Merger
Agreement to (i) include an additional closing condition for the
benefit of Parent and Merger Sub that there has been no change in
applicable laws which imposes certain restrictions or prohibitions
with respect to the Company’s business and operations and (ii)
provide that shares held by shareholders who have validly exercised
and effectively withdrawn their rights to dissent from the Merger
pursuant to agreements entered into between such shareholders and
Merger Sub, will be cancelled for no consideration under the
Amended Merger Agreement upon the effective time of the Merger.
The parties currently expect to close the Merger
in January 2019, subject to the satisfaction of the closing
conditions set forth in the Amended Merger Agreement.
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 December 14, 2018, 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: whether the
Merger Agreement will be terminated; whether closing conditions for
the Merger will be satisfied or waived; whether the Merger will be
consummated; 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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