SHANGHAI, Nov. 25, 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 at an extraordinary general
meeting of shareholders held today, the Company's shareholders
voted in favor of 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 and November 20, 2015,
with New WuXi Life Science Limited ("Parent") and WuXi Merger
Limited, a wholly owned subsidiary of Parent ("Merger Sub"),
pursuant to which Merger Sub will be merged with and into the
Company with the Company surviving as a wholly owned subsidiary of
Parent (the "Merger"), and to authorize and approve any and all
transactions contemplated by the Merger Agreement, including the
Merger.
A total of 426,965,520 ordinary shares (including ordinary
shares represented by the Company's American depositary shares, or
"ADSs", each of which represents eight ordinary shares) were voted
in person or by proxy at today's extraordinary general meeting,
representing approximately 75.17% of the Company's total
outstanding ordinary shares entitled to vote at the extraordinary
general meeting. Of those ordinary shares, approximately 97.49%
were voted in favor of the proposal to authorize and approve the
Merger Agreement and any and all transactions contemplated by the
Merger Agreement, including the Merger. The proposal to adopt the
Merger Agreement was also approved by 97.33% of ordinary shares
present and voting in person or by proxy at the extraordinary
general meeting and held by holders that are unaffiliated with the
buyer group, satisfying the "majority of the minority" voting
requirement set forth in the Merger Agreement.
The parties currently expect to complete the Merger next month, subject to the satisfaction or
waiver of the conditions set forth in the Merger Agreement. If and
when completed, the Merger would result in the Company becoming a
privately held company, and its ADSs would no longer be 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.
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 the expected timing of the completion of the Merger; the
possibility that various closing conditions for the Merger may not
be satisfied or waived and the Merger may not occur 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)
LaVoieHealthScience
+1 617-374-8800 x109
+1 617-792-2459
ron_aldridge@wuxiapptec.com
Aaron Shi (for the media)
Director, Corporate Communications
WuXi PharmaTech
+86-21-5046-4362
aaron_shi@wuxiapptec.com
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SOURCE WuXi PharmaTech (Cayman) Inc.