SHANGHAI, Oct. 20, 2015 /PRNewswire/ -- WuXi PharmaTech
(Cayman) Inc. (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
called an extraordinary general meeting of shareholders (the
"EGM"), to be held on November 25,
2015 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, People's Republic of
China. 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 August 14,
2015 and amended on October 20,
2015, among the Company, New WuXi Life Science Limited
("Parent") and WuXi Merger 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 (the "Merger") with
the Company continuing as the surviving corporation. If completed,
the proposed Merger would result in the Company becoming a
privately held company and the American depositary shares of the
Company (each representing eight ordinary shares) ("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 a 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 November 2, 2015 will be entitled to attend and
vote at the EGM. ADS holders as of the close of business in
New York City on October 19, 2015 will be entitled to instruct
JPMorgan Chase Bank, N.A., in its capacity as the ADS depositary,
to vote the shares represented by their ADSs at the EGM.
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
MacKenzie Partners, Inc., the Company's proxy solicitor, toll-free
1-800-322-2885 (or +1-212-929-5500 outside of the United States) (call collect) or via email
at wuxi@mackenziepartners.com.
INVESTORS, SHAREHOLDERS AND ADS HOLDERS 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 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. Further
information regarding persons who may be deemed participants,
including any direct or indirect interests they may have, is also
set forth in the definitive proxy statement.
This announcement is neither a solicitation of a 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 have been or will be made with the SEC.
Cautionary Statement Concerning Forward Looking
Statements
This document may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Forward-looking statements can generally be identified
by the use of forward-looking terminology such as "will," "should,"
"may," "believes," "expects" or similar expressions. Such
statements include, among others, those concerning how the
Company's shareholders will vote at the meeting of shareholders,
the possibility that various closing conditions for the transaction
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. All of such assumptions are inherently
subject to uncertainties and contingencies beyond the Company's
control and based upon premises with respect to future business
decisions, which are subject to change. The Company does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
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.
For more information, please contact:
Ronald Aldridge (for
investors)
LaVoie HealthScience
+1-617-374-8800 x109
+1 617-792-2459
ir@wuxiapptec.com
Aaron Shi (for the media)
Director, Corporate Communications
WuXi PharmaTech
+86-21-5046-4362
pr@wuxiapptec.com
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SOURCE WuXi PharmaTech (Cayman) Inc.