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 that it has entered into an Agreement and Plan of Merger (the "Merger Agreement") with Kingbird Investment Inc. ("Parent"), a Cayman Islands exempted company with limited liability and beneficially owned by Ms. Yuhuan Zhu, the wife of Mr. Baizhong Xue, the Company's Chairman and Chief Executive Officer, and Kingbird Mergerco. Inc., a Cayman Islands exempted company with limited liability and a direct wholly-owned subsidiary of Parent ("Merger Sub").
Subject to satisfaction of the Merger Agreement's terms and conditions, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, each of the Company's ordinary shares issued and outstanding immediately prior to the effective time of the Merger (the "Shares") will be canceled and cease to exist in exchange for the right to receive $0.725 without interest, and each ADS, which represents eight Shares, will represent the right to surrender the ADS in exchange for $5.80 in cash without interest, except for (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, in each case immediately prior to the effective time of the Merger, which will be cancelled, cease to exist and receive no consideration, (b) Shares beneficially owned by Mr. Xue or his affiliates immediately prior to the effective time of the Merger, which will survive the Merger and receive no consideration, and (c) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their rights to dissent from the Merger under the Cayman Companies Law (the "Dissenting Shares"), which will be cancelled for the right to payment of fair value of the Dissenting Shares in accordance with the Cayman Companies Law. The offer represents a premium of 56.8% over the Company's closing price of $3.70 per ADS on May 8, 2012, the last trading day prior to the Company's announcement of its receipt of a "going-private" proposal and a premium of 101.1% to the volume-weighted average closing price of the Company's ADSs during the 90 trading days prior to May 8, 2012.
Merger Sub has entered into a facility agreement with China Grand Enterprises (HK) Limited, a company incorporated in Hong Kong, to finance the transactions contemplated by the Merger Agreement. Subject to the completion of, and immediately following, the Merger, Mr. Baizhong Xue and Ms. Yuhuan Zhu will cause Surplus International Investment Limited, the Hong Kong subsidiary of the Company, to transfer 55% of the equity interests in the three PRC subsidiaries of the Company to China Grand Enterprises Group Co., Ltd. ("CGE"), an investment management company based in China covering a wide range of sectors including healthcare, real estate, logistics and financial services, and an affiliate of China Grand Enterprises (HK) Limited, in accordance with a framework agreement among Mr. Baizhong Xue, Ms. Yuhuan Zhu and CGE. The proceeds from the transfer of equity interests will be used to repay the loan under, and in accordance with the terms and conditions, of the facility agreement.
The Company's Board of Directors, acting upon the unanimous recommendation of an independent committee of the Board of Directors comprising solely independent and disinterested directors (the "Independent Committee"), approved the Merger Agreement and the Merger and resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement and the Merger. The Independent Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.
The Merger, which is currently expected to close before the end of the first quarter of 2013, is subject to the approval of the Merger Agreement by an affirmative vote of shareholders representing at least two-thirds of the Shares present and voting in person or by proxy as a single class at a meeting of the Company's shareholders which will be convened to consider the approval of the Merger Agreement and the Merger, as well as certain other customary closing conditions. If completed, the Merger will result in the Company becoming a privately-held company and its ADSs will no longer be listed on The NASDAQ Global Market.
Lazard Asia (Hong Kong) Limited and Houlihan Lokey (China) Limited are serving as financial advisors to the Independent Committee. Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal advisor to the Independent Committee, and Maples and Calder is serving as Cayman Islands legal advisor to the Independent Committee. Kirkland & Ellis International LLP is serving as U.S. legal advisor to Mr. Baizhong Xue.
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