According to the proposal letter, the Consortium will form an acquisition company for the purpose of implementing the Transaction, and the Transaction is intended to be financed with a combination of debt and equity capital. The proposal letter also states that the Chairman and ABG have agreed to work together exclusively in pursuing the Transaction. A copy of the proposal letter is attached hereto as Exhibit A.
The Company's Board of Directors will form a special committee comprising independent directors of the Company (the "Special Committee") to consider the proposed transaction. The Special Committee is expected to be authorized to retain independent advisors, including a financial advisor and legal counsel, to assist it in its work.
No decisions have been made by the Special Committee with respect to the Company's response to the Transaction. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.
SAFE HARBOR: FORWARD-LOOKING STATEMENTS
This press release contains 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 "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. WuXi may also make written or oral forward-looking statements in its periodic reports to the
This release is not an offer of securities for sale in the United States. Securities may not be offered or sold in
The Board of Directors
Ladies and gentleman:
We believe that our proposal provides a very attractive opportunity to the Company's shareholders. Our proposal represents a premium of 16.2% to the Company's closing price on
Consortium. The Chairman and ABG (together, the "Consortium Members") will form an acquisition company for the purpose of implementing the Acquisition, and Consortium Members have agreed to work together exclusively in pursuing the Acquisition.
Purchase Price. The consideration payable for each American Depositary Share of the Company ("ADS", each representing eight ordinary shares of the Company) will be
$46.00in cash, or $5.75in cash per ordinary share (in each case other than those ADSs or ordinary shares held by the Consortium Members that may be rolled over in connection with the Acquisition).
Funding. We intend to finance the Acquisition with a combination of equity and debt capital. Equity financing would be provided by the Consortium Members, their affiliates and any additional equity investors admitted to the Consortium, and we expect definitive commitments by financial institutions for the required debt to be in place when the Definitive Agreements (as defined below) are signed.
Due Diligence. We have engaged
Sullivan & Cromwell LLPas U.S. and Hong Konglegal counsel to the Consortium and Conyers, Dill, & Pearman as Cayman Islandslegal counsel to the Consortium. We believe that we will be in a position to complete customary legal, financial and accounting due diligence for the Acquisition in a timely manner with the full cooperation of the Company, and in parallel with discussions on the Definitive Agreements (as defined below).
Definitive Agreements. We are prepared to promptly negotiate and finalize definitive agreements (the "Definitive Agreements") providing for the Acquisition and related transactions. These documents will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.
Process. We believe that the Acquisition will provide superior value to the Company's shareholders. We recognize that the Company's Board of Directors (the "Board") will evaluate the Acquisition independently before it can make its determination to endorse it. Given the involvement of the Chairman in the Acquisition, this Proposal contains the non-waivable condition that the Acquisition be approved by a properly constituted committee of independent directors and that the Acquisition be approved by the requisite majority of those shareholders that are not members of the Consortium.
Confidentiality. We expect the Company to make a public announcement in connection with receiving our proposal. However, we are sure you will agree with us that it is in all of our interests to ensure that we otherwise proceed in a strictly confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussions.
About ABG. ABG is a global healthcare-focused investment group, founded and led by Mr.
Frank Yu(formerly a Managing Director of Goldman Sachsand Och-Ziff Capital) with a global healthcare investment portfolio in China, the United States, and Europe. ABG has expertise in cementing strategic partnerships between emerging healthcare companies and industry leaders, and across different geographies, particularly between the U.S. and China.
No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation.
Governing Law. This letter shall be governed by, and construed in accordance with, the internal laws of the
State of New York.
In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you.