logo
Share SHARE
FONT-SIZE Plus   Neg

Chindex Agrees To Be Taken Private By TPG And Fosun Pharma In $369 Mln Deal

Chindex International Inc. (CHDX) announced Monday that it has rached a definitive merger agreement with a buyer consortium of an affiliate of TPG, an affiliate of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., and Roberta Lipson, the CEO of the Company, in a transaction having an implied equity value of approximately $369 million.

As per the terms of the merger agreement, the Buyer Consortium will acquire all of the outstanding shares of Chindex's common stock for $19.50 per share in cash. This price represents an implied premium of approximately 14% over the current market price, 17% over the volume weighted average trading price for the last 30 days, and 86% over the closing share price since the formation of the Transaction Committee on December 26, 2012. The transaction will result in Chindex becoming a private company.

The agreement has been approved by the Company's Board upon the recommendation of the Board's Transaction Committee of independent and disinterested directors.

Roberta Lipson, a founder and the CEO of Chindex, who will remain as CEO and roll over substantially all of her equity in the transaction.

As per the terms of the agreement, there is a so-called "go-shop" period, during which the Company and its advisors are permitted to actively solicit and consider alternative proposals from third parties through April 3, 2014, plus a potential 15-day extension, and the Company management and Fosun are permitted to enter discussions with parties that make alternative proposals during that period.

Completion of the transaction is subject to certain conditions, including, among others, the approval by Chindex stockholders, the approval by a majority of Chindex disinterested stockholders, the approval by stockholders of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., the approval under Chinese antitrust laws, and other customary closing conditions.

The company said that the transaction will be financed through cash contributed by TPG, a combination of cash and equity contributed by Fosun and equity contributed by Roberta Lipson and other management members. The transaction is not subject to a financing condition. Assuming the satisfaction of conditions, the Company expects the transaction to close in the second half of the 2014 calendar year.

by RTT Staff Writer

For comments and feedback: editorial@rttnews.com

Business News

Quick Facts

Editors Pick
A Pennsylvania woman has sued Chick-fil-A after she claimed a dead rodent was found baked into her chicken sandwich. Ellen Manfalouti of Northampton has filed a lawsuit in Bucks County Court against Chick-fil-A, seeking more than $50,000 for the physical and psychological damages that she endured after the incident occurred. Early Uber investor Shervin Pishevar has alleged that venture capital firm Benchmark Capital is seeking to remove Arianna Huffington from the ride-hailing company's board of directors. Pishevar also accused Benchmark of holding Uber hostage by threatening to block investments in the company and urged it to step down from Uber's board of directors. A class-action lawsuit has been filed against Nestle's marketing and sales of Poland Spring bottled water, accusing it of not meeting the federal definition of spring water and of being "a colossal fraud perpetrated against American consumers."
comments powered by Disqus
Follow RTT