China Nuokang Bio-Pharmaceutical Inc. Announces Completion Of Merger
BEIJING, Feb. 7, 2013 (GLOBE NEWSWIRE) -- China Nuokang Bio-Pharmaceutical Inc. (Nasdaq:NKBP) ("Nuokang" or the "Company"), a leading China-based biopharmaceutical company focused on the research, development, manufacture, marketing and sales of hospital-based medical products, today announced the completion of the merger (the "Merger") with Kingbird Mergerco. Inc. ("Merger Sub"), a wholly-owned subsidiary of Kingbird Investment Inc. ("Parent"), an affiliate of Mr. Baizhong Xue, the Chairman and Chief Executive Officer of the Company, pursuant to the agreement and plan of merger (the "Merger Agreement") dated September 27, 2012, among the Company, Parent and Merger Sub, and, solely for the purposes of Section 6.16 thereof, Anglo China Bio-technology Investment Holdings Limited and Britain Ukan Technology Investment Holdings (Group) Limited. As a result of the merger, the Company became a direct wholly-owned subsidiary of Parent.
At the extraordinary general meeting of shareholders (the "EGM") held on February 6, 2013, the Company's shareholders voted in favor of, among other things, the proposal to authorize and approve the Merger Agreement. Approximately 86.2% of the Company's total outstanding ordinary shares with voting power voted in person or by proxy at the EGM. Of the ordinary shares voted in person or by proxy at the EGM, approximately 99.9% were voted in favor of the proposal to approve and authorize the Merger Agreement.
Under the terms of the Merger Agreement, each of the Company's ordinary shares issued and outstanding immediately prior to the effective time of the Merger (the "Shares") has been canceled in exchange for the right to receive $0.725 in cash without interest, and each of the Company's American depositary shares, representing eight Shares, issued and outstanding immediately prior to the effective time of the Merger (the "ADSs"), has been canceled in exchange for the right to receive $5.80 in cash without interest, other than (a) Shares owned by Parent, Merger Sub or the Company (as treasury shares, if any), or by any direct or indirect wholly-owned subsidiary of Parent, Merger Sub or the Company, (b) Shares beneficially owned by Mr. Xue or his affiliates immediately prior to the effective time of the Merger and (c) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their rights to dissent from the Merger under the Cayman Companies Law.
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