China Nuokang Bio-Pharmaceutical Inc. Announces Completion of Merger
BEIJING, Feb. 7, 2013 (GLOBE NEWSWIRE) -- China Nuokang Bio-Pharmaceutical
Inc. (Nasdaq:NKBP) ("Nuokang" or the "Company"), a leading China-based
biopharmaceutical company focused on the research, development, manufacture,
marketing and sales of hospital-based medical products, today announced the
completion of the merger (the "Merger") with Kingbird Mergerco. Inc. ("Merger
Sub"), a wholly-owned subsidiary of Kingbird Investment Inc. ("Parent"), an
affiliate of Mr. Baizhong Xue, the Chairman and Chief Executive Officer of the
Company, pursuant to the agreement and plan of merger (the "Merger Agreement")
dated September 27, 2012, among the Company, Parent and Merger Sub, and,
solely for the purposes of Section 6.16 thereof, Anglo China Bio-technology
Investment Holdings Limited and Britain Ukan Technology Investment Holdings
(Group) Limited. As a result of the merger, the Company became a direct
wholly-owned subsidiary of Parent.
At the extraordinary general meeting of shareholders (the "EGM") held on
February 6, 2013, the Company's shareholders voted in favor of, among other
things, the proposal to authorize and approve the Merger
Agreement.Approximately 86.2% of the Company's total outstanding ordinary
shares with voting power voted in person or by proxy at the EGM. Of the
ordinary shares voted in person or by proxy at the EGM, approximately 99.9%
were voted in favor of the proposal to approve and authorize the Merger
Under the terms of the Merger Agreement, each of the Company's ordinary shares
issued and outstanding immediately prior to the effective time of the Merger
(the "Shares") has been canceled in exchange for the right to receive $0.725
in cash without interest, and each of the Company's American depositary
shares, representing eight Shares, issued and outstanding immediately prior to
the effective time of the Merger (the "ADSs"), has been canceled in exchange
for the right to receive $5.80 in cash without interest, other than (a) Shares
owned by Parent, Merger Sub or the Company (as treasury shares, if any), or by
any direct or indirect wholly-owned subsidiary of Parent, Merger Sub or the
Company, (b) Shares beneficially owned by Mr. Xue or his affiliates
immediately prior to the effective time of the Merger and (c) Shares owned by
shareholders who have validly exercised and have not effectively withdrawn or
lost their rights to dissent from the Merger under the Cayman Companies Law.
Shareholders of record as of the effective time of the Merger will receive a
letter of transmittal and instructions on how to surrender their share
certificates in exchange for the merger consideration.Shareholders should
wait to receive the letter of transmittal before surrendering their share
certificates.As soon as practicable after the date of this announcement,
JPMorgan Chase Bank, N.A. (the "Depositary"), will call for the surrender of
all ADSs for delivery of the merger consideration.Upon the surrender of the
ADSs, the Depositary will pay to surrendering persons $5.80 per ADS (less a
cancellation fee of $0.05 per ADS) in cash without interest.
The Company also announced today that it has requested that trading of its
ADSs on the Nasdaq Global Market ("NASDAQ") be suspended.The Company
requested NASDAQ to file Form 25 with the Securities and Exchange Commission
(the "SEC") notifying the SEC of the delisting of the ADSs on NASDAQ and the
deregistration of the Company's registered securities.The Company intends to
terminate its reporting obligations under the Securities Exchange Act of 1934,
as amended, by promptly filing a Form 15 with the SEC.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.
About China Nuokang Bio-Pharmaceutical Inc.
China Nuokang Bio-Pharmaceutical Inc. (Nasdaq:NKBP) is a leading
biopharmaceutical company in China focused on the research, development,
manufacture, marketing and sales of hospital-based medical products. The
Company provides a diversified portfolio of products across more than 4,200
hospitals in China Nuokang's principal products include Baquting^®, China's
leading hemocoagulase product by market share, Kaitong^®, a lipid emulsion
alprostadil product for the treatment of peripheral vascular diseases,
cardiocerebral microcirculation disorders and post-surgery thrombosis; and
alpha lipoic acid capsules, or ALA, an antioxidant product that addresses
diabetic neuropathy. The Company's product pipeline includes product
candidates under development in hematological, cardiovascular and
cerebrovascular disease diagnosis, treatment and prevention. Please visit
www.nkbp.com for more information.
This press release contains forward-looking statements relating to the
acquisition of the Company by an affiliate of Mr. Baizhong Xue, the Chairman
and Chief Executive Officer of the Company. These are "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.
All statements other than statements of historical fact in this press release
are forward-looking statements and involve certain risks and uncertainties
that could cause actual results to differ materially from those in the
forward-looking statements. The Company does not undertake any obligation to
update any forward-looking statement, except as required under applicable law.
CONTACT: China Nuokang Bio-Pharmaceutical Inc.
Mr. Steven Duan
Vice President of Investor Relations
Mr. Rob Koepp
Tel: (+86) 10-6583-7516 or (646) 405-5180
Press spacebar to pause and continue. Press esc to stop.