fosun pharma and tpg sign amended merger agreement with chindex
fosun pharma and tpg sign amended merger agreement with chindex
-increases consideration from $19.50 to $24.00 per share in cash
and implied equity value from $369 million to $461 million
financial bidder declined to bid further
21 april 2014, fosun pharmaceutical (group) co., ltd. ("fosun pharma" or the “company”; stock code: 600196-sh, 02196-hk), a leading healthcare company in the prc announces that the existing buyer consortium comprised of fosun industrial co., limited (“fosun”), which is an affiliate of fosun pharma, tpg (together with its affiliates, “tpg”), and ms. roberta lipson, the ceo of chindex has entered into an amended and restated merger agreement, providing for an increase in the merger consideration from $19.50 per share in cash to $24.00 per share in cash.
among other changes under the amended agreement and related agreements, the approval by the stockholders of fosun pharma will not be a condition to effect the merger. fosun will roll over its equity and fosun pharma will seek approval of its stockholders for fosun’s cash contribution to the buyer consortium, but in the absence of such stockholder approval the buyer consortium will remain funded for the merger by tpg.
according to the press release made by chindex on 14 april 2014 local time, during the solicitation period, the transaction committee of chindex received an offer from a third party to privatize chindex for a consideration of us$23.00 per share, which constitutes a superior proposal. as such, pursuant to “the merger agreement and pan”, the buyer consortium made modifications to the previously submitted privatization plan and increased consideration from $19.50 to $24.00 per share in cash.
fosun pharma is fully confident that with all parties within the buyer consortium working closely together, the united family healthcare will continue to grow at a higher pace and maintain its leader position in the premium healthcare service industry. the company would support and further the continual development and business presence of united family healthcare in the high-end healthcare sector as vigorously as ever.
it is known that chindex focuses its business on the provision of high-end healthcare service in china and operates the first foreign-invested hospital in china---united family hospital. as at 10 april 2014, fosun industrial held 3,157,163 shares of chindex, representing approximately 17.30% of the total outstanding shares of chindex. since fosun pharma and chindex started cooperation, united family healthcare has been expanding rapidly in china and has recorded significant business growth.
according to the announcement, the chindex privatization plan is subject to the approval by the qualifying shareholders of chindex, antitrust filing in china. upon completion of the proposed privatization, the company will indirectly hold up to 48.59% equity interest in chindex (or fosun industrial is expected to increase its shareholding in chindex to up to 15.56% if it is to proceed with the alternative privatization proposal), and chindex will be delisted from nasdaq.
about fosun industrial
fosun industrial, a wholly-owned subsidiary of shanghai fosun pharmaceutical (group) co., ltd, was established in 2004 and registered in hong kong. mr. chen qiyu is the chairman of the company. fosun industrial is principally engaged in foreign investment, the sales and consultation service of chinese and western medicine, diagnostic reagent and pharmaceutical equipment and related import and export business.
about fosun pharma
fosun pharma (stock code: 600196-sh ,02196-hk) is a leading healthcare company in china established in 1994 and listed on the shanghai stock exchange and main board of the stock exchange of hong kong in august 1998 and october 2012, respectively. it is engaged in various businesses including pharmaceutical manufacturing, distribution and retail, healthcare services and diagnostic products and medical devices. please visit www.fosunpharma.com for further information.
about tpg
tpg is a leading global private investment firm founded in 1992 with $59 billion of assets under management and offices in san francisco, fort worth, austin, beijing, chongqing, hong kong, london, luxembourg, melbourne, moscow, mumbai, new york, paris, sao paulo, shanghai, singapore and tokyo. tpg has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, growth investments, joint ventures and restructurings. the firm’s investments span a variety of industries including financial services, travel and entertainment, technology, energy, industrials, retail, consumer, real estate, media and communications, and healthcare. tpg’s past and present investments in china include china grand auto , china international capital corporation, daphne, hcp holdings, lenovo, li ning, phoenix satellite television, shenzhen development bank (currently ping an bank), unitrust, wumart and xinyuan real estate. for more information, please visit www.tpg.com.
about chindex
chindex is an american health care company providing health care services in china through the operations of united family healthcare, a network of private primary care hospitals and affiliated ambulatory clinics. united family healthcare currently operates in beijing, shanghai, tianjin and guangzhou. the company also provides medical capital equipment and products through chindex medical ltd., a joint venture company with manufacturing and distribution businesses serving both domestic china and export markets. with more than thirty years of experience, the company’s strategy is to continue its growth as a leading integrated health care provider in the greater china region. further company information may be found at the company’s website at http://www.chindex.com.