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SEC Filings

SC 13E3/A
IKANG HEALTHCARE GROUP, INC. filed this Form SC 13E3/A on 12/14/2018
Entire Document
 

Table of Contents

Item 4    Terms of the Transaction

        Item 4 is hereby amended and supplemented by adding the following:

        On December 14, 2018, Parent, Merger Sub and the Company entered into an amendment No. 3 to the original merger agreement, which includes the following amendments to the original merger agreement:

    the Termination Date under the merger agreement is extended from October 31, 2018 to January 31, 2019;

    the closing condition in Section 7.02(e) of the merger agreement that holders of no more than 15% of the total issued and outstanding shares of the Company have validly served Objection Notices is deleted in its entirety and replaced with a condition that the number of Dissenting Shares shall represent no more than 15% of the total outstanding shares of the Company;

    a new Section 7.02(f) includes an additional closing condition for the benefit of Parent and Merger Sub which provides that, since the date of the original merger agreement, there has not been any change of applicable laws that (i) requires the Group Companies to operate as a not-for-profit business or cease to engage in the health or medical examination business in the PRC (the "Business") or otherwise requires the Business to be owned, operated and managed solely by public hospitals, (ii) generally prohibits the public offering and listing of equity securities of companies primarily engaged in the Business (including the Group Companies) and/or (iii) generally prohibits the acquisition of a company primarily engaged in the Business (including the Group Companies) by a company with publicly listed equity securities;

    the definition of "Excluded Shares" is revised to include any Shares held by shareholders who have validly exercised their rights to dissent from the merger in accordance with Section 238 of the Cayman Islands Companies Law and thereafter effectively withdrawn such rights to dissent (such shareholders, the "Withdrawing Shareholders"), such that if the merger is completed, at the effective time of the merger, Shares held by the Withdrawing Shareholders will be cancelled and cease to exist for no consideration under the merger agreement; and

    Section 1.02 has been amended to provide that the closing will occur at 10:00 a.m. (Beijing time) on or before January 18, 2019 (or another date or time agreed in writing by the Company and Parent), subject to the satisfaction of the closing conditions set forth in the merger agreement.

        Prior to the execution of amendment No. 3 to the original merger agreement, Merger Sub informed the Company that it had entered into one or more confidential settlement deeds with certain Withdrawing Shareholders pursuant to which, among other matters, such Withdrawing Shareholders agreed to effectively withdraw their rights to dissent from the merger. The parties currently expect the merger to close in January 2019, subject to the satisfaction or waiver of the conditions to closing set forth in the merger agreement.

Item 5    Past Contracts, Transactions, Negotiations and Agreements

        Item 5 is hereby amended and supplemented by adding the disclosure under Item 4 above in this Amendment No. 4.

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