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SC 13D
TOP FORTUNE WIN LTD. filed this Form SC 13D on 04/05/2018
Entire Document
 

 

Schedule 13D

 

Item 1            Security and Issuer

 

The title and class of equity securities to which this Statement on Schedule 13D (this “Schedule 13D”) relates are the Class A common shares, par value US$0.01 per share (“Class A Common Shares,” including Class A Common Shares represented by American Depositary Shares (“ADSs”, with each ADS representing 1/2 Class A Common Share), and which together with Class C common shares, are referred to as the “Common Shares”), of iKang Healthcare Group, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is located at B-6F, Shimao Tower, 92A Jianguo Road, Chaoyang District, Beijing, PR China, 100022.

 

Item 2            Identity and Background

 

This Schedule 13D is being filed jointly by Mr. Boquan He (“Mr. He”) and Top Fortune Win Ltd. (“Top Fortune” and, together with Mr. He, the “Reporting Persons”) pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission under Section 13 of the Exchange Act. The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit 99.1.

 

Mr. He is a citizen of PR China and his principal occupation is a director and the vice-chairman of the Issuer. Mr. He’s business address is Unit 3213, Metro Plaza, No. 183-187 Tianhe Road (N), Guangzhou, PR China, 510620.

 

Top Fortune is a company incorporated under the laws of the British Virgin Islands. Top Fortune is wholly owned by Mr. He. The principle business of Top Fortune is that of an investment holding company. The principal business address of Top Fortune is Vistra Corporate Services Centre, Wickhams Cay II, Road Town Tortola, VG1110, British Virgin Islands. Mr. He is the sole director of Top Fortune.

 

During the past five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3            Source and Amount of Funds or Other Considerations

 

In connection with the transactions described in Item 4 below (the answer to which is incorporated herein by reference), it is anticipated that, at the price per Common Share and the price per ADS set forth in the Merger Agreement (as described in Item 4 below), the buyer consortium intends to fund the Merger (as defined in Item 4 below) through a combination of (i) equity financing provided by the New Investors (as defined in Item 4 below) in an aggregate amount equal to approximately US$1.15 billion in cash pursuant to equity commitment letters provided by the New Investors to the Issuer and (ii) rollover financing comprised of the Rollover Shares (as defined in Item 4 below).

 

Item 4            Purpose of Transaction

 

On February 28, 2018, Yunfeng Capital (“Yunfeng”) and Alibaba Investment Limited (“Alibaba”) submitted a preliminary non-binding proposal letter to the Issuer’s board of directors, in which Yunfeng and Alibaba proposed to acquire all of the outstanding Class A Common Shares (including Class A Common Shares represented by ADSs) and Class C Common Shares of the Issuer in an all-cash transaction for US$40.00 per Common Share or US$20.00 per ADS.

 

On March 26, 2018, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with IK Healthcare Investment Limited (“Parent”), a special purpose vehicle wholly-owned by IK Healthcare Holdings Limited (“Holdco”), and IK Healthcare Merger Limited (“Merger Sub”), a wholly-owned subsidiary of Parent. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer continuing as the surviving company and a wholly-owned subsidiary of Parent, and each of the Common Shares (including Common Shares represented by ADSs) issued and outstanding immediately prior to the effective time of the Merger and each of the ADSs will be cancelled and cease to exist in exchange for the right to receive US$41.20 per Common Share or US$20.60 per ADS, in each case, in cash, without interest, except for (i) Common Shares held by Parent, the Issuer or any of their respective subsidiaries, (ii) Common Shares issued to the depositary of the Issuer’s ADS program and reserved for the exercise of the options granted under the Issuer’s share incentive plans, (iii) certain Common Shares (including Common Shares represented by ADSs) beneficially owned by the Reporting Persons and Mr. Lee Ligang Zhang (the “Rollover Shares”), and (iv) Common Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which Common Shares will be cancelled at the effective time of the Merger for the right to receive the fair value of such Common Shares determined in accordance with the provisions of Section 238 of the Companies Law of the Cayman Islands. At the effective time of the Merger, the Rollover Shares will be cancelled for no consideration, and the Rollover Shareholders (as defined below) will subscribe for newly issued shares of Holdco.

 

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