SHANGHAI, Dec. 10, 2015 /PRNewswire/ -- WuXi PharmaTech
(Cayman) Inc. (NYSE: WX), a leading open-access R&D capability
and technology platform company serving the pharmaceutical,
biotechnology, and medical device industries with operations in
China and the United States, today announced the
completion of its merger (the "Merger") with WuXi Merger Limited
("Merger Sub"), a wholly-owned subsidiary of New WuXi Life Science
Limited ("Parent"), pursuant to the previously announced Agreement
and Plan of Merger (the "Merger Agreement"), dated as of
August 14, 2015 and amended on
October 20, 2015 and November 20, 2015, among the Company, Parent and
Merger Sub. As a result of the Merger, Parent has acquired the
Company (which is now a direct wholly owned subsidiary of Parent)
in a cash transaction valued at approximately US$3.3 billion.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on November 25, 2015, all of the
Company's ordinary shares (each, a "Share") (including ordinary
shares represented by American Depositary Shares ("ADSs"), each
representing eight Shares) issued and outstanding immediately prior
to the effective time of the Merger have been cancelled in exchange
for the right to receive US$5.75 per
Share or US$46.00 per ADS, in each
case, in cash, without interest and net of any applicable
withholding taxes, except for 1,177,079 ADSs held by Hillhouse
Capital Fund II, L.P., 651,892 Shares and 49,514 ADSs held by Mr.
Xiaozhong Liu, executive vice
president and a director of the Company, and 5,778,304 Shares held
by Mr. Zhaohui Zhang, senior vice
president of operations, head of domestic marketing and a director
of the Company, any Shares held by Parent, the Company or any of
their subsidiaries, and any Shares (including Shares represented by
ADSs) held by the ADS depositary and reserved for issuance and
allocation pursuant to the Company's 2007 Employee Share Incentive
Plan, in each case issued and outstanding immediately prior to the
effective time of the Merger, which were cancelled without payment
of any consideration or distribution therefor. No shareholders
validly exercised any dissenters' rights under Cayman Islands law.
Shareholders of record as of the effective time of the Merger
who are entitled to the merger consideration will receive a letter
of transmittal and instructions on how to surrender their ordinary
share certificates in exchange for the merger consideration.
Shareholders should wait to receive the letter of transmittal
before surrendering their ordinary share certificates.
ADS holders of record as of the effective time of the Merger who
are entitled to the merger consideration will automatically receive
from JPMorgan Chase Bank, N.A., the Company's ADS depositary,
US$46.00 per each ADS held by them
(less an ADS cancellation fee of US$0.05 per ADS) in cash, without interest and
net of any applicable withholding taxes, in exchange for the
cancellation of such ADSs. Payment of the ADS merger consideration
will be made to such ADS holders as soon as practicable after the
Company's ADS depositary receives the merger consideration. ADS
holders which hold their ADSs in "street name" through their
broker, bank or other nominee will not be required to take any
action to receive the net ADS merger consideration for their ADSs
as the Company's ADS depositary will arrange for the surrender of
such ADSs and the remittance of the per ADS merger consideration
with The Depository Trust Company (the clearance and settlement
system for the ADSs) for distribution to the applicable broker,
bank or nominee on behalf of such beneficial owners. Any questions
concerning the receipt of the per ADS merger consideration from
holders who hold ADSs in "street name" should be directed by such
holders to their applicable broker, bank or nominee.
The Company also announced today that it requested that trading
of its ADSs on the New York Stock Exchange (the "NYSE") be
suspended as of the close of trading on December 10, 2015. The Company requested that the
NYSE file a Form 25 with the Securities and Exchange Commission
(the "SEC") notifying the SEC of the delisting of its ADSs on the
NYSE 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. 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 cease once the
deregistration becomes effective.
Cautionary Statement Concerning Forward Looking
Statements
This document may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Forward-looking statements can generally be identified
by the use of forward-looking terminology such as "will," "should,"
"may," "believes," "expects" or similar expressions. All of such
assumptions are inherently subject to uncertainties and
contingencies beyond the Company's control and based upon premises
with respect to future business decisions, which are subject to
change. The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
About WuXi PharmaTech
WuXi PharmaTech (NYSE: WX) is a leading open-access R&D
capability and technology platform company serving the
pharmaceutical, biotechnology, and medical device industries, with
operations in China and the United
States. As a research-driven and customer-focused company,
WuXi PharmaTech provides pharmaceutical, biotechnology, and medical
device companies with a broad and integrated portfolio of
laboratory and manufacturing services throughout the drug and
medical device R&D process. WuXi PharmaTech's services are
designed to help its global partners in shortening the cycle and
lowering the cost of drug and medical device R&D. WuXi is
also building a platform to provide clinical diagnostic services
directly to physicians and their patients globally. The
operating subsidiaries of WuXi PharmaTech are known as WuXi
AppTec. For further information, please visit
http://www.wuxiapptec.com.
For more information, please contact:
Ronald Aldridge (for
investors)
LaVoie HealthScience
+1-617-374-8800 x109
+1 617-792-2459
ron_aldridge@wuxiapptec.com
Aaron Shi (for the media)
Director, Corporate Communications
WuXi PharmaTech
+86-21-5046-4362
aaron_shi@wuxiapptec.com
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SOURCE WuXi PharmaTech (Cayman) Inc.