Dec. 12, 2012
/PRNewswire/ -- Winner Medical Group Inc. (Nasdaq: WWIN) ("Winner Medical" or the "Company"), a leading
-based exporter and retailer of high-quality medical dressings and consumer products made from 100% cotton, today announced the completion on
December 11, 2012
of the merger (the "Merger") contemplated by the previously announced Agreement and Plan of Merger, dated
July 24, 2012
(the "Merger Agreement") by and among the Company, Winner Holding Limited, a
exempted company with limited liability ("Parent"), and Winner Acquisition, Inc., a
corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Under the Merger Agreement, Merger Sub merged with and into the Company with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was adopted by the Company's stockholders at a special meeting held on
December 7, 2012
, each share of the Company's common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was converted into the right to receive an amount in cash equal to
without interest and less any applicable withholding taxes, except for shares held by the Company as treasury stock or owned, directly or indirectly, by Parent, Merger Sub or any wholly-owned subsidiary of the Company immediately prior to the Effective Time, including shares contributed to Parent by Mr.
, chairman, president, chief executive officer and secretary of the Company, and Ms.
, Mr. Li's wife, which were cancelled without receiving any consideration. In addition, at the Effective Time: (1) each restricted stock unit of the Company ("Company RSU") pursuant to the Restricted Stock Unit Incentive Plan for the Fiscal Year 2010 – 2011 adopted by the board of directors of the Company on
September 8, 2009
(the "Company 2010-2011 RSU Plan") that was outstanding, whether vested or unvested, was converted into the right to receive the per share merger consideration of
in cash without interest and net of any applicable withholding taxes, (2) each Company RSU pursuant to the Restricted Stock Unit Incentive Plan for the Fiscal Years 2011-2013 adopted by the board of directors of the Company on
October 6, 2011
(the "Company 2011-2013 RSU Plan"), whether vested or unvested, was cancelled and converted into the right to receive one restricted stock unit of Glory Ray Holdings Limited, a
British Virgin Islands
company and the parent company of Parent ("Holdco"), and (3) each option to purchase Company common stock pursuant to the Equity Incentive Plan for the Fiscal Year 2012-2013 adopted by the board of directors of the Company on
November 3, 2011
(the "Company 2012-2013 Incentive Plan") that was outstanding and vested immediately prior to the effective time of the merger was cancelled and converted into the right to receive cash in an amount equal to the total number of shares of Company common stock subject to each option immediately prior to the effective time multiplied by the amount, if any, by which
exceeds the exercise price payable per share issuable under such option, and each of the options to purchase Company common stock and restricted stock units of the Company pursuant to the Company 2012-2013 Incentive Plan that was outstanding and unvested immediately prior to the effective time of the merger was cancelled and converted into the right to receive, as applicable, either (i) one option to purchase one ordinary share of Holdco or (ii) one restricted stock unit of Holdco. The Company 2010-2011 RSU Plan was terminated, and the Company 2011-2013 RSU Plan and the Company 2012-2013 Incentive Plan was assumed by Holdco.
Stockholders of record will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the merger consideration. Stockholders should wait to receive the letter of transmittal before surrendering their share certificates.