SHENZHEN, China, Jan. 19, 2016 /PRNewswire/ -- Mindray Medical
International Limited ("Mindray" or the "Company", NYSE: MR), a
leading developer, manufacturer and marketer of medical devices
worldwide, announced today that it has called an extraordinary
general meeting of shareholders (the "EGM"), to be held on
February 26, 2016 at 11:00 a.m. (Hong
Kong time), at the Company's Hong
Kong office at FLAT/RM 15-16
BLK 1 11/F, Grand Century, 193 Prince Edward West Road, Mongkok KL,
Hong Kong. The meeting is being
held to consider and vote on, among other matters, the proposal to
authorize and approve the previously announced agreement and plan
of merger (the "Merger Agreement") dated as of November 4, 2015 as amended on December 20, 2015, among the Company, Excelsior
Union Limited ("Parent") and Solid Union Limited, a wholly owned
subsidiary of Parent ("Merger Sub"), the plan of merger required to
be filed with the Registrar of Companies of the Cayman Islands, substantially in the form
attached as Annex A to the Merger Agreement (the "Plan of Merger"),
and the transactions contemplated thereby, including the Merger (as
defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will be merged with and into the Company with the Company
continuing as the surviving corporation and becoming a wholly owned
subsidiary of Parent (the "Merger"). If completed, the Merger would
result in the Company becoming a privately held company and the
American depositary shares of the Company (each representing one
Class A ordinary share) ("ADSs") no longer being listed on the New
York Stock Exchange. In addition, the ADSs and the Company's
ordinary shares represented by the ADSs will cease to be registered
under Section 12 of the Securities Exchange Act of 1934.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee of the Company's board of
directors composed entirely of independent directors who are
unaffiliated with the buyer group and any of the management members
of the Company, approved the Merger Agreement, the Plan of Merger
and the transactions contemplated thereby (including the Merger).
The board of directors recommends that the Company's shareholders
and ADS holders vote FOR, among other things, the proposal to
authorize and approve the Merger Agreement, the Plan of Merger and
the transactions contemplated thereby (including the Merger).
Shareholders of record at the close of business in the
Cayman Islands on February 12, 2016 will be entitled to attend and
vote at the EGM. ADS holders as of the close of business in
New York City on January 29, 2016 will be entitled to instruct the
Bank of New York Mellon, in its capacity as the ADS depositary, to
vote the shares represented by their ADSs at the EGM.
Additional Information about the EGM and the Merger
Agreement
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the proxy statement attached as Exhibit (a)-(1) thereto,
as amended, filed with the U.S. Securities and Exchange Commission
(the "SEC"), which can be obtained, along with other filings
containing information about the Company, the proposed Merger and
related matters, without charge, from the SEC's website
(www.sec.gov). In addition, persons wanting to receive copies of
the definitive proxy statement may direct such requests to Ipreo,
the Company's proxy solicitor, toll-free 1-888-593-9546 or via
email at mindray@ipreo.com.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the proposed Merger. Information
regarding the persons who may be considered participants, including
any direct or indirect interests they may have, is also set forth
in the proxy statement.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
Safe Harbor and Informational Statement
This press release contains 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. These forward-looking statements can be
identified by terminology such as "if," "will," "expected," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Risks, uncertainties and
assumptions include: uncertainties as to how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that debt financing may not be available; the
possibility that various closing conditions for the Merger may not
be satisfied or waived; and other risks and uncertainties discussed
in documents filed with the SEC by the Company, as well as the
Schedule 13E-3 transaction statement and the proxy statement filed
by the Company. These forward-looking statements reflect the
Company's expectations as of the date of this press release. You
should not rely upon these forward-looking statements as
predictions of future events. The Company does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
About Mindray
Mindray (NYSE: MR) is a leading developer, manufacturer and
marketer of medical devices worldwide. Mindray maintains its global
headquarters in Shenzhen, China, U.S. headquarters in Mahwah, New
Jersey and multiple sales offices in major international
markets. From its main manufacturing and engineering base
in China, Mindray supplies through its worldwide distribution
network a broad range of products across three primary business
segments, namely patient monitoring and life support, in-vitro
diagnostics, and medical imaging systems. For more information,
please visit http://ir.mindray.com.
For investor and media inquiries, please contact:
In China:
Cathy Gao
Mindray Medical International Limited
Tel: +86-755-8188-8023
Email: cathy.gao@mindray.com
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SOURCE Mindray Medical International Limited