SHENZHEN, China, Dec. 12, 2012 /PRNewswire/ -- Winner Medical
Group Inc. (Nasdaq: WWIN) ("Winner Medical" or the "Company"), a
leading China-based exporter and
retailer of high-quality medical dressings and consumer products
made from 100% cotton, today announced the completion on
December 11, 2012 of the merger (the
"Merger") contemplated by the previously announced Agreement and
Plan of Merger, dated July 24, 2012
(the "Merger Agreement") by and among the Company, Winner Holding
Limited, a Cayman Islands exempted
company with limited liability ("Parent"), and Winner Acquisition,
Inc., a Nevada corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"). Under the Merger
Agreement, Merger Sub merged with and into the Company with the
Company surviving the Merger as a wholly-owned subsidiary of
Parent.
Under the terms of the Merger Agreement, which was adopted by
the Company's stockholders at a special meeting held on
December 7, 2012, each share of the
Company's common stock issued and outstanding immediately prior to
the effective time of the Merger (the "Effective Time") was
converted into the right to receive an amount in cash equal to
US$4.50 without interest and less any
applicable withholding taxes, except for shares held by the Company
as treasury stock or owned, directly or indirectly, by Parent,
Merger Sub or any wholly-owned subsidiary of the Company
immediately prior to the Effective Time, including shares
contributed to Parent by Mr. Jianquan
Li, chairman, president, chief executive officer and
secretary of the Company, and Ms. Ping
Tse, Mr. Li's wife, which were cancelled without receiving
any consideration. In addition, at the Effective Time: (1) each
restricted stock unit of the Company ("Company RSU") pursuant to
the Restricted Stock Unit Incentive Plan for the Fiscal Year 2010 –
2011 adopted by the board of directors of the Company on
September 8, 2009 (the "Company
2010-2011 RSU Plan") that was outstanding, whether vested or
unvested, was converted into the right to receive the per share
merger consideration of $4.50 in cash
without interest and net of any applicable withholding taxes, (2)
each Company RSU pursuant to the Restricted Stock Unit Incentive
Plan for the Fiscal Years 2011-2013 adopted by the board of
directors of the Company on October 6,
2011 (the "Company 2011-2013 RSU Plan"), whether vested or
unvested, was cancelled and converted into the right to receive one
restricted stock unit of Glory Ray Holdings Limited, a British Virgin Islands company and the parent
company of Parent ("Holdco"), and (3) each option to purchase
Company common stock pursuant to the Equity Incentive Plan for the
Fiscal Year 2012-2013 adopted by the board of directors of the
Company on November 3, 2011 (the
"Company 2012-2013 Incentive Plan") that was outstanding and vested
immediately prior to the effective time of the merger was cancelled
and converted into the right to receive cash in an amount equal to
the total number of shares of Company common stock subject to each
option immediately prior to the effective time multiplied by the
amount, if any, by which $4.50
exceeds the exercise price payable per share issuable under such
option, and each of the options to purchase Company common stock
and restricted stock units of the Company pursuant to the Company
2012-2013 Incentive Plan that was outstanding and unvested
immediately prior to the effective time of the merger was cancelled
and converted into the right to receive, as applicable, either (i)
one option to purchase one ordinary share of Holdco or (ii) one
restricted stock unit of Holdco. The Company 2010-2011 RSU Plan was
terminated, and the Company 2011-2013 RSU Plan and the Company
2012-2013 Incentive Plan was assumed by Holdco.
Stockholders of record will receive a letter of transmittal and
instructions on how to surrender their share certificates in
exchange for the merger consideration. Stockholders should wait to
receive the letter of transmittal before surrendering their share
certificates.
The Company also announced today that, at its request, on
December 12, 2012, the NASDAQ Stock
Market LLC filed a delisting application on Form 25 with the
Securities and Exchange Commission (the "SEC") to delist and
deregister the Company's common stock. The Company intends to
deregister its common stock and suspend its reporting obligations
under the Securities Exchange Act of 1934, as amended, by promptly
filing a Form 15 with the SEC on or about December 24, 2012. The Company's obligations to
file with the SEC certain reports and forms, including Form 10-K,
Form 10-Q and Form 8-K, will be suspended immediately as of the
filing date of the Form 15.
About Winner Medical
Winner Medical is a leading China-based exporter and retailer of
high-quality medical dressings and consumer products made from 100%
cotton, according to industry trade association statistics. The
Company has fifteen wholly-owned subsidiaries and three joint
ventures, which manufacture and sell tailored medical dressings and
disposables, as well as non-woven fabric made from natural cotton.
With a vertically integrated supply chain ranging from spinning
fabric to finished goods, the Company provides its customers with a
wide range of high-quality products, from surgical and wound care
to consumer goods in China and
abroad. Its products include those with FDA, CE mark, TUV and other
global standard certifications and the Company holds 54
domestic and international patents. For nine consecutive years, the
Company has ranked as one of the leading medical dressing exporters
in China, with North America, Europe and Japan as its major markets. In addition, the
Company distributes under its own "Winner" and "PurCotton®"
brand names in China. To learn
more about Winner Medical, please visit Winner Medical's website
at: http://winnermedical.investorroom.com.
For investor inquiries, please contact:
Ms. Huixuan (Fiona) Chen
Investor Relations Manager
Winner Medical Group Inc.
Phone: +86-755-2806-6858
Email: investors@winnermedical.com
SOURCE Winner Medical Group Inc.