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
called an extraordinary general meeting of shareholders (the “EGM”)
to be held on August 20, 2018 at 10 a.m. (Beijing time), at
B-6F, Shimao Tower, 92A Jianguo Road, Chaoyang District, Beijing,
the People’s Republic of China, to consider and vote on, among
other matters, the proposal to authorize and approve the previously
announced agreement and plan of merger, dated as of March 26, 2018
and amended on May 29, 2018 (the “Merger Agreement”), by and among
the Company, IK Healthcare Investment Limited (“Parent”) and IK
Healthcare Merger Limited (“Merger Sub”), the plan of merger
required to be filed with the Registrar of Companies of the Cayman
Islands, substantially in the form attached as Annex A to the
Merger Agreement (the “Plan of Merger”), and the transactions
contemplated thereby, including the Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of
Merger, Merger Sub will merge with and into the Company (the
“Merger”), with the Company continuing as the surviving company and
a wholly-owned subsidiary of Parent in accordance with Cayman
Islands Companies Law. If consummated, the Merger would result in
the Company becoming a privately-held company, the Company’s
American depositary shares (“ADSs”), each representing 1/2 of a
Class A common share of the Company, will no longer be listed on
the NASDAQ Global Select Market and the Company’s ADS facility will
terminate. In addition, the Company’s ADSs and the Class A
common shares represented by the ADSs will cease to be registered
under Section 12 of the Securities Exchange Act of 1934.
The Company’s board of directors, acting upon the
unanimous recommendation of a special committee of the Company’s
board of directors composed entirely of independent directors
unrelated to the management of the Company or the buyer group,
authorized and approved the Merger Agreement, the Plan of Merger
and the transactions contemplated thereby (including the Merger).
The board of directors recommends that the Company’s shareholders
and ADS holders vote FOR, among other things, the proposal to
authorize and approve the Merger Agreement, the Plan of Merger and
the transactions contemplated thereby (including the Merger).
Shareholders of record as of the close of business
in the Cayman Islands on August 7, 2018 will be entitled to attend
and vote at the EGM and any adjournment thereof. ADS holders as of
the close of business in New York City on July 17, 2018 will be
entitled to instruct JPMorgan Chase Bank, N.A., in its capacity as
the ADS depositary, to vote the ordinary shares represented by
their ADSs at the EGM.
Additional information regarding the EGM and the
Merger Agreement can be found in the transaction statement on
Schedule 13E-3 and the proxy statement attached as
Exhibit (a)-(1) thereto, as amended, filed with the U.S.
Securities and Exchange Commission (the “SEC”), which can be
obtained, along with other filings containing information about the
Company, the proposed Merger and related matters, without charge,
from the SEC’s website (http://www.sec.gov). In addition, the
Company’s proxy materials (including the final proxy statement)
will be mailed to shareholders and ADS holders. Requests for
additional copies of the definitive proxy statement should be
directed to MacKenzie Partners, Inc., the Company’s proxy
solicitor, toll-free at (800) 322-2885 (or +1 (212) 929-5500
outside of the United States) (call collect) or via email at
proxy@mackenziepartners.com.
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ,
CAREFULLY AND IN THEIR ENTIRETY, THESE MATERIALS AND OTHER
MATERIALS TO BE FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME
AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, THE MERGER AND RELATED MATTERS.
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 our shareholders with respect to the proposed Merger.
Information regarding the persons who may be considered
“participants” in the solicitation of proxies is set forth in the
definitive proxy statement and Schedule 13E-3 transaction statement
relating to the proposed Merger. Further information regarding
persons who may be deemed participants, including any direct or
indirect interests they may have, is also set forth in the
definitive proxy statement.
This announcement is neither a solicitation of
proxies, an offer to purchase nor a solicitation of an offer to
sell any securities and it is not a substitute for the proxy
statement and other materials that have been or will be filed with
or furnished to the SEC.
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 year 2017 ended March 31,
2018, iKang served a total of 6.59 million customer visits under
both corporate and individual programs.
As of July 16, 2018, iKang has a nationwide network
of 113 self-owned medical centers, covering 33 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 and Zhenjiang, 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: 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
IKANG HEALTHCARE GROUP, INC. (NASDAQ:KANG)
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