SHENZHEN, China, March 16, 2016 /PRNewswire/ -- China Nepstar
Chain Drugstore Ltd. (NYSE: NPD) ("Nepstar" or the "Company"), a
leading retail drugstore chain in China based on the number of directly operated
stores, announced today that it has entered into a definitive
Agreement and Plan of Merger (the "Merger Agreement") with China
Neptunus Drugstore Holding Ltd. ("Parent") and Neptunus Global
Limited ("Merger Sub"), a wholly-owned subsidiary of Parent.
Pursuant to the Merger Agreement, Parent will acquire the
Company for a cash consideration equal to US$1.31 per ordinary share of the Company (each,
a "Share") or US$2.62 per American
depositary share of the Company, on the basis that one American
depositary share shall represent two Shares (each, an "ADS"), in a
transaction implying Company's enterprise value at approximately
US$258,655,491.4 million, based on
the total Shares issued and outstanding (including Shares
represented by ADSs) on a fully diluted basis. This amount
represents a premium of 19.1% over the Company's closing price of
US$2.2 per ADS on July 2, 2015, the last trading day prior to
July 6, 2015, the date that the
Company announced it had received a "going-private" proposal.
Immediately following the consummation of the merger, Parent
will be beneficially owned by Mr. Simin
Zhang, chairman of the board of directors of the Company
(the "Buyer"). As of the date of the Merger Agreement, the Buyer
beneficially owns approximately 79.5% of the outstanding Shares of
the Company.
Subject to the terms and conditions of the Merger Agreement, at
the effective time of the merger, Merger Sub will merge with and
into the Company, with the Company continuing as the surviving
corporation and a wholly-owned subsidiary of Parent, and each of
the Shares (including Shares represented by ADSs) issued and
outstanding immediately prior to the effective time of the merger
will be cancelled and cease to exist in exchange for the right to
receive US$1.31 per Share or
US$2.62 per ADS, in each case, in
cash, without interest and net of any applicable withholding taxes,
except for (i) Shares held by the Company's direct or indirect
wholly owned subsidiaries, (ii) Shares (including Shares
represented by ADSs) beneficially owned by Parent, Merger Sub or
their affiliates, in each case, immediately prior to the effective
time of the merger (which Shares described in (i) and (ii) will be
cancelled at the effective time of the merger and no consideration
or distribution shall be delivered with respect thereto), and (iii)
Shares owned by holders who have validly exercised and not
effectively withdrawn or lost their rights to dissent from the
merger pursuant to Section 238 of the Companies Law of the
Cayman Islands, which Shares will
be cancelled at the effective time of the merger for the right to
receive the appraised fair value of such Shares determined in
accordance with the provisions of Section 238 of the Companies Law
of the Cayman Islands.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee formed by the board of
directors (the "Special Committee"), approved the Merger Agreement,
and resolved to recommend that the Company's shareholders vote to
authorize and approve the Merger Agreement and the merger. The
Special Committee, which is composed solely of independent
directors of the Company who are unaffiliated with Parent, Merger
Sub or the Buyer or management of the Company, exclusively
negotiated the terms of the Merger Agreement with the Buyer with
the assistance of its independent financial and legal advisors.
The merger which is currently expected to close during the third
quarter of 2016, is subject to various closing conditions,
including a condition that the Merger Agreement be authorized and
approved by an affirmative vote of shareholders representing at
least two-thirds of the Shares present and voting in person or by
proxy as a single class at an extraordinary general meeting of the
Company's shareholders.
The Buyer intends to fund the merger with the proceeds from a
committed loan facility in an amount of up to RMB360,000,000 (or equivalent in U.S. Dollar)
provided by Ping An Bank Co., Ltd., pursuant to a debt commitment
letter entered into by and between Parent and Ping An Bank Co.,
Ltd..
The Company will prepare and file with the U.S. Securities and
Exchange Commission (the "SEC") a Schedule 13E-3 transaction
statement, which will include a proxy statement of the Company. The
Schedule 13E-3 will include a description of the Merger Agreement
and contain other important information about the merger, the
Company and the other participants in the merger.
Houlihan Lokey (China) Limited is serving as the financial
advisor to the Special Committee, Shearman & Sterling LLP is
serving as U.S. legal counsel to the Special Committee, and Maples
and Calder is serving as Cayman
Islands legal counsel to the Special Committee.
Cleary Gottlieb Steen &
Hamilton LLP is serving as U.S. legal counsel to the Buyer, and
Mourant Ozannes is serving as Cayman
Islands legal counsel to the Buyer.
Additional Information about the Merger
In connection with the proposed merger, the Company will prepare
and mail a proxy statement that will include a copy of the Merger
Agreement to its shareholders. In addition, certain participants in
the proposed merger will prepare and mail to the Company's
shareholders a Schedule 13E-3 transaction statement that will
include the Company's proxy statement. These documents will be
filed with or furnished to the SEC. 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. In addition to
receiving the proxy statement and Schedule 13E-3 transaction
statement by mail, shareholders also will be able to obtain these
documents, as well as other filings containing information about
the Company, the proposed merger and related matters, without
charge, from the SEC's website (http://www.sec.gov) or at the SEC's
public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these
documents can be obtained, without charge, by contacting the
Company at the following address and/or phone number:
China Nepstar Chain Drugstore Ltd.
25F, Neptunus Yinhe Keji Building,
No.1, Kejizhong 3rd Road, Nanshan District, Shenzhen
Guangdong Province, 518057,
People's Republic of China
Telephone: +86-755- 2641-4065
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from its
shareholders with respect to the proposed merger. Information
regarding the persons or entities who may be considered
"participants" in the solicitation of proxies will be set forth in
the proxy statement and Schedule 13E-3 transaction statement
relating to the proposed merger when it is filed with the SEC.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and Schedule
13E-3 transaction statement and the other relevant documents filed
with the SEC when they become available.
This announcement is neither a solicitation of 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
materials that may be filed or furnished with the SEC should the
proposed merger proceed.
Safe Harbor and Informational Statement
This press release contains 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. These forward-looking statements can be
identified by terminology such as "if," "will," "expected," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Risks, uncertainties and
assumptions include: uncertainties as to how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made; the expected timing
of the completion of the merger; the possibility that various
closing conditions for the transaction may not be satisfied or
waived; and other risks and uncertainties discussed in documents
filed with the SEC by the Company, as well as the Schedule 13E-3
transaction statement and the proxy statement to be filed by the
Company. These forward-looking statements reflect the Company's
expectations as of the date of this press release. You should not
rely upon these forward-looking statements as predictions of future
events. The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
About China Nepstar Chain Drugstore Ltd.
China Nepstar Chain Drugstore Ltd. (NYSE: NPD) is a leading
retail drugstore chain in China.
As of September 30, 2015, the Company
had 1,965 directly operated stores across 71 cities, one
headquarter distribution center and 14 regional distribution
centers in China. Nepstar uses
directly operated stores, centralized procurement and a network of
distribution centers to provide its customers with high-quality,
professional and convenient pharmaceutical products and services
and a wide variety of other merchandise, including OTC drugs,
nutritional supplements, herbal products, personal care products,
family care products, and convenience products. Nepstar's strategy
of centralized procurement, competitive pricing, customer loyalty
programs and private label offerings has enabled it to capitalize
on the continuing economic growth in China and take advantage of the demographic
trend in China to achieve a strong
brand and leading market position. For further information, please
go to http://www.nepstar.cn .
For more information, please contact:
Zixin Shao
China Nepstar Chain Drugstore Ltd.
Chief Financial Officer
+86-755-2641-4065
ir@nepstar.cn
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SOURCE China Nepstar Chain Drugstore Ltd.
