SHANGHAI, Aug. 14, 2015
/PRNewswire/ -- WuXi PharmaTech (Cayman) Inc. ("WuXi" or the
"Company") (NYSE: WX), a leading open-access R&D capability and
technology platform company serving the pharmaceutical,
biotechnology, and medical device industries with operations in
China and the United States, today announced that it has
entered into a definitive Agreement and Plan of Merger (the "Merger
Agreement") with New WuXi Life Science Limited ("Parent") and WuXi
Merger Limited ("Merger Sub"), a wholly owned subsidiary of
Parent.
Pursuant to the Merger Agreement, Parent will acquire the
Company for cash consideration equal to US$5.75 per ordinary share of the Company (each,
a "Share") and US$46 per American
Depositary Share of the Company, each representing eight Shares
(each, an "ADS"), or approximately US$3.3
billion in aggregate cash consideration. This represents a
16.5% premium over the closing price of US$39.50 per ADS as quoted by the New York Stock
Exchange (the "NYSE") on April 29,
2015, and a premium of 18.9% and 20.1%, respectively, over
the Company's 30- and 60- trading day volume-weighted average price
as quoted by the NYSE prior to April 29,
2015, the last trading day prior to the Company's
announcement on April 30, 2015 that
it had received a non-binding "going private" proposal.
Immediately following the consummation of the transactions
contemplated by the Merger Agreement, Parent will be beneficially
owned by a consortium (the "Buyer Group") comprised of:
(i) new investors which
include affiliates of or funds managed or advised by Ally Bridge
Group
Capital Partners
("Ally Bridge"), Boyu Capital ("Boyu
Capital"), Temasek Life Sciences
Private Limited
("Temasek") and Ping An Insurance ("Ping
An");
(ii) Hillhouse Fund II, L.P.
("Hillhouse", and together with Ally
Bridge, Boyu Capital, Temasek,
Ping An and additional sponsors that may be
admitted to the Buyer Group, the
"Sponsors"), an existing shareholder of the Company and an
affiliate of Hillhouse Capital;
and
(iii) the following founders
and executive officers of the Company who have elected to
roll-over
their
interest in the Company in connection with the Merger (together
with entities through
which
such individuals own their Shares (including Shares represented by
ADSs) (the
"Founders")):
Dr. Ge Li, the chairman and chief
executive officer, Mr. Xiaozhong
Liu, an
executive
vice president and a director, Mr. Zhaohui
Zhang, a senior vice president of
operations,
the head of domestic marketing and a director, and Dr. Ning Zhao, a senior vice
president
of operations, the head of corporate human resources and a
director.
As of the date of the Merger Agreement, Hillhouse and the
Founders (together, the "Rollover Shareholders") beneficially own
in aggregate approximately 4.5% of the issued and outstanding
Shares.
Subject to the terms and conditions of the Merger Agreement, at
the effective time of the Merger, Merger Sub will merge with and
into the Company, with the Company continuing as the surviving
corporation and a wholly owned subsidiary of Parent (the "Merger"),
and each of the Shares issued and outstanding immediately prior to
the effective time of the Merger (including Shares represented by
ADSs) will be cancelled in consideration for the right to receive
US$5.75 per Share or US$46.00 per ADS, in each case, in cash, without
interest and net of any applicable withholding taxes, except for
(i) Shares (including Shares represented by ADSs) held
immediately prior to the effective time of the Merger by the
Rollover Shareholders, Parent, the Company (or any of Parent or the
Company's respective subsidiaries) or by the Company's ADS
depositary and reserved for future issuance under the Company's
stock option plan, which Shares will be cancelled without payment
of any consideration or distribution therefor, and (ii) Shares
owned by holders who have validly exercised and not effectively
withdrawn or lost their rights to dissent from the Merger pursuant
to Section 238 of the Companies Law of the Cayman Islands, which Shares will be cancelled
at the effective time of the Merger for the right to receive the
fair value of such Shares determined in accordance with the
provisions of Section 238 of the Companies Law of the
Cayman Islands.
The Buyer Group intends to fund the Merger through a combination
of (i) cash contributions from the Sponsors and the Rollover
Shareholders pursuant to equity commitment letters, and
(ii) the proceeds from committed and underwritten loan
facilities contemplated by debt commitment letters, each dated
August 14, 2015, pursuant to which
Shanghai Pudong Development Bank Co., Ltd. and Ping An Bank Co.,
Ltd. have agreed as underwriters and mandated lead arrangers to
underwrite and arrange an aggregate of US$1.1 billion in debt financing for the Merger,
subject to certain conditions.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee formed by the board of
directors (the "Special Committee"), unanimously approved the
Merger Agreement and the transactions contemplated by the Merger
Agreement, including the Merger, and resolved to recommend that the
Company's shareholders authorize and approve the Merger Agreement
and the transactions contemplated by the Merger Agreement,
including the Merger. The Special Committee, which is composed
solely of independent directors of the Company who are unaffiliated
with Parent, Merger Sub or any member of the Buyer Group or
management of the Company, exclusively negotiated the terms of the
Merger Agreement with the Buyer Group with the assistance of its
independent financial and legal advisors.
The Merger, which is currently expected to close during the
fourth quarter of 2015, is subject to shareholder approval as well
as certain other customary closing conditions. Pursuant to the
Merger Agreement, adoption of the Merger Agreement by the Company's
shareholders requires both (i) a special resolution in accordance
with Cayman Islands law by the
affirmative vote of holders of Shares 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 shareholder, and
(ii) an affirmative vote of holders of a majority of the Shares
that are unaffiliated with Parent, the Founders or the Sponsors and
present and voting in person or by proxy as a single class at a
meeting of the Company's shareholders.
Pursuant to a support agreement among the Rollover Shareholders
and Parent, the Rollover Shareholders have agreed to vote all their
Shares and ADSs in favor of the authorization and approval of the
Merger Agreement and the transactions contemplated by the Merger
Agreement, including the Merger. If completed, the Merger will
result in the Company becoming a privately-held company and ADSs
will no longer be listed on the NYSE.
Credit Suisse Securities (USA)
LLC is serving as the financial advisor to the Special
Committee, Willkie Farr &
Gallagher LLP is serving as U.S. legal counsel to the Special
Committee, Walkers Global is serving as Cayman Islands legal counsel to the Special
Committee and Zhong Lun Law Firm is serving as PRC legal counsel to
the Special Committee. O'Melveny & Myers LLP is serving as U.S.
legal counsel to WuXi.
Bank of America Merrill Lynch is serving as the financial
advisor to the Buyer Group. Wilson Sonsini Goodrich &
Rosati, P.C. is serving as U.S. and Hong
Kong legal counsel to the Founders and the Buyer Group.
Sullivan & Cromwell is serving as U.S. and Hong Kong legal counsel to Ally Bridge and the
Buyer Group. Weil, Gotshal & Manges LLP is serving as U.S.
and Hong Kong legal counsel to
Boyu Capital and the Buyer Group. Fangda Partners is serving as PRC
legal counsel to the Buyer Group. Conyers, Dill and Pearman is
serving as Cayman Islands legal
counsel to the Buyer Group.
Additional Information about the Transaction
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the proposed
transactions described in this announcement, which will include as
an exhibit thereto the Merger Agreement. All parties desiring
details regarding the transactions contemplated by the Merger
Agreement, including the Merger, are urged to review these
documents, which will be available at the SEC's website
(http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
a proxy statement to its shareholders. In addition, certain
participants in the Merger will prepare and mail to the Company's
shareholders a Schedule 13E-3 transaction statement that will
include the proxy statement. These documents will be filed with or
furnished to the SEC. 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
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND RELATED
MATTERS. In addition to receiving the proxy statement and Schedule
13E-3 transaction statement by mail, shareholders also will be able
to obtain these documents, as well as other filings containing
information about the Company, the Merger and related matters,
without charge, from the SEC's website (http://www.sec.gov) or at
the SEC's public reference room at 100 F Street, NE, Room 1580,
Washington, D.C. 20549.
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
shareholders with respect to the Merger. Information regarding the
persons or entities who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the Merger
when it is filed with the SEC. Information regarding certain of
these persons and their beneficial ownership of the Company's
ordinary shares as of April 3, 2015
is also set forth in the Company's Form 20-F, which was filed with
the SEC on April 15, 2015. Additional information regarding
the interests of such potential participants will be included in
the proxy statement and Schedule 13E-3 transaction statement and
the other relevant documents filed with the SEC when they become
available.
This announcement is neither a solicitation of proxy, 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 may be made with the SEC should the Merger proceed.
About WuXi PharmaTech
WuXi PharmaTech (NYSE: WX) is a leading open-access R&D
capability and technology platform company serving the
pharmaceutical, biotechnology, and medical device industries, with
operations in China and the United
States. As a research-driven and customer-focused company,
WuXi PharmaTech provides pharmaceutical, biotechnology, and medical
device companies with a broad and integrated portfolio of
laboratory and manufacturing services throughout the drug and
medical device R&D process. WuXi PharmaTech's services are
designed to help its global partners in shortening the cycle and
lowering the cost of drug and medical device R&D. WuXi is
also building a platform to provide clinical diagnostic services
directly to physicians and their patients globally. The
operating subsidiaries of WuXi PharmaTech are known as WuXi
AppTec. For further information, please visit
http://www.wuxiapptec.com.
Cautionary Statement concerning Forward Looking
Statements
This news release may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. These forward-looking statements can be identified by
terminology such as "if," "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates" and similar
statements. Forward-looking statements involve risks, uncertainties
and other factors that could cause actual results to differ
materially from those contained in any such statements. Potential
risks and uncertainties include, but are not limited to,
uncertainties as to the expected benefits and costs of the proposed
Merger; the expected timing of the completion of the Merger; the
parties' ability to complete the Merger considering the various
closing conditions, including any conditions related to regulatory
approvals; the possibility that various closing conditions to the
Merger may not be satisfied or waived; how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made and other risks and
uncertainties discussed in WuXi's filings with the U.S. Securities
and Exchange Commission, as well as the Schedule 13E-3 transaction
statement and the proxy statement to be filed by the Company in
connection with the Merger. WuXi does not undertake any obligation
to update any forward-looking statement, except as required under
applicable law.
For more information, please contact:
Ronald Aldridge (for
investors)
LaVoie HealthScience
+1-617-374-8800 x109
+1 617-792-2459
Email: ron_aldridge@wuxiapptec.com
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SOURCE WuXi PharmaTech (Cayman) Inc.