Chindex
International, Inc. CHDX ("Chindex" or the "Company"), an American
healthcare company providing services in China through the operations of
United Family Healthcare, a network of private primary care hospitals and
affiliated ambulatory clinics, today announced the receipt of an offer from a
financial bidder to acquire all of the outstanding shares of Chindex common
stock for $23 per share in cash.
The Company further announced that the committee of independent and
disinterested directors (the "Transaction Committee") established by the
Company's Board of Directors (the "Board") has determined that the bidder's
offer constitutes a Superior Proposal, as defined in the previously announced
merger agreement (the "Merger Agreement") between the Company and a buyer
consortium (the "Buyer Consortium") comprised of an affiliate of TPG, an
affiliate of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., and Ms. Roberta
Lipson, the CEO of the Company, pursuant to which the Buyer Consortium agreed
to acquire all of the outstanding shares of Chindex common stock for $19.50
per share in cash. In making its determination that the bidder's offer
constitutes a Superior Proposal, the Transaction Committee consulted with its
independent financial advisor and outside legal counsel.
The definitive terms and conditions of a merger agreement detailing the offer
have been fully negotiated, and the merger agreement is subject only to
execution by the Company. The offer is not subject to a financing condition or
any condition that any existing stockholders of the Company participate in the
merger by rolling over equity and/or entering into a voting agreement.
Chindex provided notice to the Buyer Consortium on April 14, 2014 of the
Transaction Committee's determination that the offer from the bidder
constitutes a Superior Proposal.
The Merger Agreement sets forth requirements, limitations and timing
provisions with respect to the Transaction Committee's process with respect to
the Superior Proposal. Among other things, the Buyer Consortium has the right
under the Merger Agreement to propose modifications to the terms of the Merger
Agreement and related agreements prior to the expiration of a three business
day notice period. The Transaction Committee has not changed its
recommendation that the Company's stockholders vote to approve the Company's
pending merger with an entity owned by the Buyer Consortium pursuant to the
Merger Agreement.
Morgan Stanley & Co. LLC is serving as financial advisor and Hughes Hubbard &
Reed LLP is serving as lead legal advisor to the Transaction Committee.
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