iKang Healthcare Group, Inc. (“iKang” or the “Company”)
(Nasdaq: KANG), a major provider in China’s fast growing private
preventive healthcare services market, today made the following
announcement regarding the proposed merger (the “Merger”) pursuant
to the agreement and plan of merger dated as of March 26, 2018, as
amended pursuant to Amendment No. 1 thereto dated as of May 29,
2018 and Amendment No. 2 thereto dated as of September 25, 2018
(the “Merger Agreement”), by and among the Company, IK Healthcare
Investment Limited (“Parent”) and IK Healthcare Merger Limited
(“Merger Sub”).
As previously disclosed, under the Merger
Agreement, either the Company or Parent have the right to terminate
the Merger Agreement if the Merger has not been completed by
October 31, 2018 (the “Termination Date”). Accordingly, as the
Termination Date has passed and the Merger has not been completed,
either the Company or Parent may terminate the Merger Agreement at
any time going forward.
Under Section 7.02(e) of the Merger Agreement,
the obligations of Parent and Merger Sub to consummate the Merger
and the other transactions contemplated by the Merger Agreement are
subject to the condition that the holders of no more than 15% of
the total issued and outstanding shares of the Company have validly
served notices of objection under Section 238(2) of the Cayman
Islands Companies Law to object to the Merger. As previously
disclosed, such closing condition under Section 7.02(e) of the
Merger Agreement is not satisfied, and thus, Parent and Merger Sub
are not obligated to consummate the Merger or the other
transactions contemplated by the Merger Agreement.
The Company has continued to request that Parent
and Merger Sub waive the closing condition under Section 7.02(e).
However, Parent and Merger Sub have not agreed to waive the closing
condition. The Special Committee of the Board of Directors is
continuing to engage in discussions with Parent and Merger Sub, and
the Board of Directors of the Company is evaluating the Company’s
alternatives. The Company cautions its shareholders and others
considering trading its securities that there is no indication or
assurance that Parent and Merger Sub will waive the closing
condition and proceed to consummate the Merger.
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 first quarter ended June 30,
2018, iKang served a total of 1.68 million customer visits under
both corporate and individual programs.
As of November 1, 2018, iKang has a nationwide
network of 116 self-owned operating medical centers, covering 34 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, Zhenjiang and Guyuan,
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: whether the
Merger Agreement will be terminated; whether closing conditions for
the Merger will be satisfied or waived; whether the Merger will be
consummated; 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
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