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Mindray Medical International: Mindray Enters Into Definitive Merger Agreement For Going Private Transaction

The following excerpt is from the company's SEC filing.

SHENZHEN, China, November 4, 2015 -- Mindray Medical International Limited (“Mindray” or the “Company”, NYSE: MR), a leading developer, manufacturer and marketer of medical devices worldwide, announced today that it has entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Excelsior Union Limited ("Parent") and Solid Union Limited ("Merger Sub"), pursuant to which Parent will acquire the Company for cash consideration equal to

US$28.0 per ordinary share of the Company (a “Share”) or US$28.0 per American Depositary Share, each representing one Share(an “ADS”), in a transaction valuing the Company at approximately US$3.3 billion, on a fully diluted basis. This price represents a premium of 1.9% over the Company’s closing price of US$27.47 per ADS on

June 3, 2015, the last trading day prior to June 4, 2015, the date that the Company announced it had received a “going private” proposal.

Immediately after the completion of the transactions contemplated by the Merger Agreement (the “Transactions”), Parent will be beneficially owned by

Mr. Li Xiting, the executive chairman of the board of directors of the Company (the “Board”), president and co-chief executive officer of the Company, Mr. Xu Hang, the chairman of the Board, and Mr. Cheng Minghe, the co-chief executive officer and chief strategic officer of the Company (collectively, the “Buyer Group”). The members of the Buyer Group, currently beneficially own, in the aggregate, approximately 27.7% of the outstanding Shares of the Company, representing approximately 63.5% of the total number of votes represented by the Company’s outstanding Shares.

Subject to the terms and conditions of the Merger Agreement,

Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). Pursuant to the Merger Agreement,

at the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (including Shares represented by ADSs) will be cancelled and cease to exist in exchange for the right to receive US$28.0 per Share, or US$28.0 per ADS, in each case, in cash without interest, except for (a) Shares, including such Shares represented by the ADSs, beneficially owned by the Buyer Group which will be cancelled and cease to exist without payment of any consideration or distribution therefor, and (b) Shares held by the Company’s shareholders 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 (the “Dissenting Shares”), which will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of the Dissenting Shares in accordance with Section 238 of the Companies Law of the Cayman Islands.

The Board, acting upon the unanimous recommendation of a committee of independent directors established by the Board (the "Special Committee"), approved the Merger Agreement and the Transactions, including the Merger, and resolved to recommend that the Company's shareholders vote to authorize and...


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