UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO.
5
TO
SCHEDULE
13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
WuXi PharmaTech (Cayman) Inc.
(Name of the Issuer)
WuXi
PharmaTech (Cayman) Inc.
New WuXi Life Science Holdings Limited
New WuXi Life Science Limited
WuXi Merger Limited
Dr. Ge Li
G&C
Partnership L.P.
ABG II-WX Limited
Boyu Capital Fund II, L.P.
Hillhouse Capital Fund II, L.P.
Ping An Life Insurance Company of China Ltd.
Temasek Life Sciences Private Limited
G&C IV Limited
Yinfu Capital Management Co., Ltd.
Yunfeng II WX Limited
Sequoia Capital China Growth Fund III, L.P.
Constant Cypress Limited
SPDB International Holdings Limited
Dr. Ning Zhao
Mr. Xiaozhong Liu
Mr. Zhaohui Zhang
(Names of Persons Filing Statement)
Ordinary Shares, par value $0.02 per share
American Depositary Shares, each representing eight Ordinary Shares
(Title of Class of Securities)
929352102*
(CUSIP
Number)
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WuXi PharmaTech (Cayman) Inc.
288 Fute Zhong Road
China (Shanghai) Pilot Free Trade Zone
Shanghai, 200131
Peoples Republic of China
Telephone: +86 21 5046 3716
ABG II-WX Limited Unit
3002-3004 30th Floor, Gloucester Tower
The Landmark 15
Queens Road Central Hong Kong
Telephone: +852 3121-9699 |
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Dr. Ge Li
New WuXi Life Science Holdings Limited
New WuXi Life Science Limited
WuXi Merger Limited
G&C Partnership L.P.
G&C IV Limited Dr.
Ning Zhao Mr. Xiaozhong Liu
Mr. Zhaohui Zhang
288 Fute Zhong Road
China (Shanghai) Pilot Free Trade Zone
Shanghai, 200131
Peoples Republic of China
Telephone: +86 21 5046 3716 |
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Hillhouse Capital Fund II, L.P.
27 Hospital Road George
Town, Grand Cayman KY1-9008 Cayman Islands
Telephone: +1 345 814 6831 |
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Boyu Capital Fund II, L.P.
Suite 1508 15/F,
Hutchison House 10 Harcourt Road, Central
Hong Kong Telephone:
+852 3987 1788 |
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Temasek Life Sciences Private Limited
60B Orchard Road, #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
Telephone: +65 6828 6828 |
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Ping An Life Insurance Company of China Ltd.
9/F, 10/F, and 11/F, Galaxy Development Center,
Fu Hua No. 3 Road Futian District,
Shenzhen, Guangdong Province
Peoples Republic of China
Telephone: +86 21 3864 1637 |
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Yinfu Capital Management Co., Ltd.
Room 503, Building C,
Global Finance News Center,
Xicheng District, Beijing,
China +86 10 6621
8373 |
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Yunfeng II WX Limited
Suite 3206, One Exchange Square,
8 Connaught Place, Central,
Hong Kong Telephone:
+852 2516 6363 |
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Sequoia Capital China Growth Fund III, L.P.
Suite 3613, 36/F, Two
Pacific Place, 88 Queensway,
Hong Kong Telephone:
+852 2501 8989 |
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Constant Cypress Limited
Room 4801B-4802, Tower 2,
Plaza 66, No. 1366 Nanjing West Road,
Shanghai, 200040,
China +86 21 6288
4033 |
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SPDB International Holdings Limited
1005B-06A, 10/F, Bank
of America Tower, 12 Harcourt Road, Central,
Hong Kong +852 2809
0300 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
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Steven J. Gartner, Esq.
Jeffrey S. Hochman, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue New
York, New York 10019 United States of America
Telephone: +1 212 728 8000 |
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Kurt J. Berney, Esq.
OMelveny & Myers LLP
Two Embarcadero Center, 28th Floor
San Francisco, California 94111
Telephone: +1 415 984 8989 |
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Weiheng Chen, Esq.
Zhan Chen, Esq. Wilson
Sonsini Goodrich & Rosati Suite 1509, 15/F, Jardine House
1 Connaught, Central
Hong Kong Telephone:
+852 3972 4955 |
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Michael G. DeSombre, Esq.
Sullivan & Cromwell
28th Floor Nine
Queens Road Central Hong Kong
Telephone: +852 2826 8696 |
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Akiko Mikumo, Esq.
Tim Gardner, Esq. Weil,
Gotshal & Manges LLP 29/F, Alexandra House
18 Chater Road, Central
Hong Kong Telephone:
+852 3476 9000 |
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This statement is filed in connection with (check the appropriate box):
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a |
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¨ |
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
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b |
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¨ |
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The filing of a registration statement under the Securities Act of 1933. |
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c |
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A tender offer |
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d |
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x |
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None of the above |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies: ¨
Check the following box if the filing is a final amendment reporting the results of
the transaction: x
Calculation of Filing Fee
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Transaction Valuation** |
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Amount of Filing Fee*** |
$3,268,693,109.00 |
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$379,032.17*** |
* |
This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing eight ordinary shares. |
** |
Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the sum of (a) the
aggregate cash payment of $5.75 per share for the 551,789,692 issued and outstanding ordinary shares of the issuer (including shares represented by American Depositary Shares) subject to the transaction plus (b) the product of 702,800 ordinary
shares issuable under all outstanding and unexercised options multiplied by $4.17 per share (which is the difference between the $5.75 per share merger consideration and the weighted average exercise price of $1.58 per share) plus (c) the product of
16,168,992 restricted stock units multiplied by $5.75 per unit ((a), (b), and (c) together, the Transaction Valuation)). |
*** |
Previously paid. The total filing fee of $379,032.17 was calculated in accordance with Exchange Act Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, and is the sum of (i) $373,899.86, which is the
product of $3,217,726,846.90 (the transaction value calculated as of September 1, 2015) and 0.0001162 (the Fee Rate then in effect based on the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2015, issued August 29, 2014),
and (ii) $5,132.31, which is the product of $50,966,262.10 (the difference between the previous transaction value of $3,217,726,846.90 and the current Transaction Value of $3,268,693,109.00) and 0.0001007 (the Fee Rate currently in effect based on
Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2016, issued on August 27, 2015). |
¨ |
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Filing Party: |
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Form or Registration No.: |
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Date Filed: |
INTRODUCTION
This Amendment No. 5 (this final amendment) to Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits
hereto, as amended (this transaction statement), is being filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), jointly by the following persons (each, a Filing Person, and collectively, the Filing Persons): (a) WuXi PharmaTech (Cayman) Inc., an exempted company with limited liability incorporated under the laws of the
Cayman Islands (the Company), the issuer of the ordinary shares, par value $0.02 per share (each, a Share), including the Shares represented by American Depositary Shares (ADSs), each representing eight Shares,
that are subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) New WuXi Life Science Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (Holdco);
(c) New WuXi Life Science Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Holdco (Parent); (d) WuXi Merger Limited, an exempted company with
limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (Merger Sub); (e) Dr. Ge Li, chairman of the board of directors, chief executive officer and one of the founders of the
Company (Dr. Li or the Chairman); (f) G&C Partnership L.P., an exempted limited partnership formed under the laws of the Cayman Islands (G&C LP); (g) ABG II-WX Limited, a company limited by
shares incorporated under the laws of the British Virgin Islands (ABG); (h) Boyu Capital Fund II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (Boyu); (i) Hillhouse Capital Fund
II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (Hillhouse); (j) Ping An Life Insurance Company of China. Ltd., a joint stock limited company incorporated under the laws of the Peoples
Republic of China (Ping An); (k) Temasek Life Sciences Private Limited, a company incorporated under the laws of Singapore (Temasek); (l) G&C IV Limited, an exempted company with limited liability incorporated under
the laws of the Cayman Islands (G&C IV); (m) Yinfu Capital Management Co., Ltd., a limited liability company incorporated under the laws of the Peoples Republic of China (Co-Founder Equity LP); (n) Yunfeng II WX
Limited, a company incorporated under the laws of the British Virgin Islands (Yunfeng); (o) Sequoia Capital China Growth Fund III, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (Sequoia);
(p) Constant Cypress Limited, a company incorporated under the laws of the British Virgin Islands (Legend Capital); (q) SPDB International Holdings Limited, a company incorporated under the laws of Hong Kong (SPDBI, and
together with G&C LP, ABG, Boyu, Hillhouse, Ping An, Temasek, G&C IV, Co-Founder Equity LP, Yunfeng, Sequoia, and Legend Capital, the Sponsors); (r) Dr. Ning Zhao, senior vice president of operations, head of corporate
human resources and director of the Company (Dr. Zhao); (s) Mr. Xiaozhong Liu, executive vice president and a director of the Company (Mr. Liu); and (t) Mr. Zhaohui Zhang, senior vice president of operations,
head of domestic marketing and a director of the Company (Mr. Zhang).
This transaction statement relates to the Agreement and
Plan of Merger, dated as of August 14, 2015, and an amendment thereto dated as of October 20, 2015 and a second amendment thereto dated as of November 20, 2015 (as so amended, the merger agreement) among Parent, Merger Sub and the
Company, pursuant to which Merger Sub was merged with and into the Company (the merger), with the Company continuing as the surviving company after the merger as a wholly owned subsidiary of Parent.
This final amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of
this transaction statement.
All information contained in this final amendment concerning any of the Filing Persons has been provided by
such Filing Person.
Item 15 |
Additional Information |
Item 15(c) is hereby amended and supplemented as
follows:
On November 25, 2015, an extraordinary general meeting of the shareholders of the Company was held at 10:00 a.m. (Shanghai
time), at the executive offices of the Company located at 288 Fute Zhong Road, China (Shanghai) Pilot Free Trade Zone, Shanghai, 200131, Peoples Republic of China. At the extraordinary general meeting, the shareholders of the Company
(including holders of a majority of the Shares (including Shares represented by ADSs) that are unaffiliated with the buyer group) voted to approve the merger agreement and the transactions contemplated thereby, including the merger, and the proposal
to authorize the directors to do all things necessary to give effect to the merger agreement.
On December 10, 2015, the Company and
Merger Sub filed a plan of merger with the Cayman Islands Registrar of Companies, pursuant to which the merger became effective on December 10, 2015. As a result of the merger, the Company ceased to be a publicly traded company and became
wholly owned by Parent.
At the effective time of the merger, each Share, par value $0.02 per Share, issued and outstanding immediately
prior to the effective time of the merger was cancelled and converted into the right to receive US$5.75, and because each of the Companys ADSs represents eight Shares, each ADS issued and outstanding immediately prior to the effective time of
the merger was cancelled and represents the right to surrender such ADS in exchange for US$46.00 (less $0.05 per ADS cancellation fees), in each case, in cash, without interest and net of any applicable withholding taxes. Notwithstanding the
foregoing, the following Shares (including such Shares represented by ADSs) were cancelled at the effective time of the merger but were not converted into the right to receive the consideration described in the immediately preceding sentence:
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1,177,079 ADSs held by Hillhouse, 651,892 Shares and 49,514 ADSs held by Mr. Liu, and 5,778,304 Shares held by Mr. Zhang (together with the Shares and ADSs held by Hillhouse and Mr. Liu, the Rollover
Shares), any Shares held by Parent, the Company or any of their subsidiaries, and any Shares (including Shares represented by ADSs) held by the ADS depositary and reserved for issuance and allocation pursuant to the Share Incentive Plan, in
each case issued and outstanding immediately prior to the effective time, were cancelled without payment of any consideration or distribution therefor. |
The Company did not receive any notice of objection from any shareholder prior to the vote to approve the merger, which is required for
exercising any dissenters rights.
In addition to the foregoing, at the effective time, (i) each option to purchase Shares granted
under the Companys 2007 Employee Share Incentive Plan (the Share Incentive Plan) that was outstanding and unexercised immediately prior to the effective time, whether or not vested or exercisable, was cancelled and converted into
the right to receive, as soon as practicable after the effective time (and in any event no more than five business days after the effective time), cash equal to the product of (a) the excess, if any, of the per Share merger consideration over the
exercise price of such option and (b) the number of Shares underlying such option, provided that, if the exercise price of any such option was equal to or greater than the per Share merger consideration, such option was cancelled without any
payment therefor, (ii) each restricted share and certain restricted stock units awarded under the Share Incentive Plan (those issued to certain non-management employees and those that would otherwise be vested on or prior to December 31, 2016) that
was outstanding immediately prior to the effective time was cancelled and converted into the right to receive, as soon as practicable after the effective time (and in any event no more than five business days after the effective time), an amount
equal to the per Share merger consideration, in cash, and (iii) each other restricted stock unit awarded under the Share Incentive Plan that was outstanding immediately prior to the effective time was converted into the right to receive an amount
equal to the per Share merger consideration, in cash, without interest and net of any applicable withholding taxes, subject to vesting and the other terms of the second amendment to the merger agreement.
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As a result of the merger, the ADSs will no longer be listed on any securities exchange or
quotation system, including the New York Stock Exchange (NYSE) and the ADS program for the Shares will terminate. The NYSE has filed an application on Form 25 with the SEC to remove the ADSs from listing on the NYSE and withdraw
registration of the Shares under the Exchange Act. The deregistration will become effective 90 days after the filing of the Form 25 or such shorter period as may be determined by the SEC. In addition, the Company intends to suspend its reporting
obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC in approximately ten days. The Companys reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the
Form 15 and will terminate once the deregistration becomes effective.
3
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 10, 2015
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WuXi PharmaTech (Cayman) Inc. |
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By |
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/s/ Edward Hu |
Name: |
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Edward Hu |
Title: |
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Chief Financial Officer |
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New WuXi Life Science Holdings Limited |
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By |
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/s/ Ge Li |
Name: |
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Ge Li |
Title: |
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Director |
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New WuXi Life Science Limited |
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By |
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/s/ Ge Li |
Name: |
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Ge Li |
Title: |
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Director |
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WuXi Merger Limited |
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By |
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/s/ Ge Li |
Name: |
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Ge Li |
Title: |
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Director |
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Dr. Ge Li |
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/s/ Ge Li |
Ge Li |
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G&C Partnership L.P. |
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By: |
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Group & Cloud Limited its general
partner |
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By |
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/s/ Ge Li |
Name: |
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Ge Li |
Title: |
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Director |
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ABG II-WX Limited |
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By |
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/s/ Pang Andrew Chee On |
Name: |
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Pang Andrew Chee On |
Title: |
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Director |
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Boyu Capital Fund II, L.P. |
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By: |
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Boyu Capital General Partner II, L.P. its
general partner |
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By: |
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Boyu Capital General Partner II, Ltd. its
general partner |
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By |
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/s/ Yong Leong Chu |
Name: |
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Yong Leong Chu |
Title: |
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Director |
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Hillhouse Capital Fund II, L.P. |
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By: |
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Hillhouse Fund II Holdings GP, Ltd.
its general partner |
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By |
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/s/ Tracy Ma |
Name: |
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Tracy Ma |
Title: |
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Director |
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Ping An Life Insurance Company of China. Ltd. |
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By |
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/s/ Ding Xinmin |
Name: |
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Ding Xinmin |
Title: |
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Chairman |
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Temasek Life Sciences Private Limited |
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By |
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/s/ Chia Song Hwee |
Name: |
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Chia Song Hwee |
Title: |
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Authorized Signatory |
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Dr. Ning Zhao |
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/s/ Ning Zhao |
Ning Zhao |
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Mr. Xiaozhong Liu |
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/s/ Xiaozhong Liu |
Xiaozhong Liu |
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Mr. Zhaohui Zhang |
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/s/ Zhaohui Zhang |
Zhaohui Zhang |
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G&C IV Limited |
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By |
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/s/ Ge Li |
Name: |
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Ge Li |
Title: |
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Director |
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Yinfu Capital Management Co., Ltd. |
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By |
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/s/ Yu Taixiang |
Name: |
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Yu Taixiang |
Title: |
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Chairman |
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Yunfeng II WX Limited |
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By |
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/s/ Huang Xin |
Name: |
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Huang Xin |
Title: |
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Director |
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Sequoia Capital China Growth Fund III, L.P. |
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By: |
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SC China Growth III Management, L.P.
its general partner |
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By |
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/s/ Kok Wai Yee |
Name: |
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Kok Wai Yee |
Title: |
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Authorized Signatory |
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Constant Cypress Limited |
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By |
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/s/ Zhou Hongbin |
Name: |
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Zhou Hongbin |
Title: |
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Director |
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SPDB International Holdings Limited |
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By |
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/s/ Brian Chang Hongwei |
Name: |
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Brian Chang Hongwei |
Title: |
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Managing Director |
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