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SEC Filings

SC 13D/A
TOP FORTUNE WIN LTD. filed this Form SC 13D/A on 12/18/2018
Entire Document


This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) is filed to amend and supplement the Schedule 13D filed by the Reporting Persons named therein with the Securities and Exchange Commission on April 5, 2018, as previously amended by Amendment No. 1 filed on June 4, 2018 and Amendment No. 2 filed on September 27, 2018 (the “Original Schedule 13D”), with respect to iKang Healthcare Group, Inc. (the “Issuer”). Except as specifically amended and supplemented by this Amendment No. 3, the Original Schedule 13D remains in full force and effect. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the Original Schedule 13D.


Item 4            Purpose of Transaction


Item 4 of the Original Schedule 13D is hereby supplemented by adding the following:


On December 14, 2018, Parent, Merger Sub and the Issuer entered into Amendment No. 3 to Merger Agreement and Plan of Merger (“Amendment No. 3 to Merger Agreement”), which includes the following amendments to the Merger Agreement, as previously amended by Amendment No. 1 thereto dated as of May 29, 2018 and Amendment No. 2 thereto as of September 25, 2018:


·                  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 Issuer 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 Issuer;

·                  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 Issuer and Parent), subject to the satisfaction of the closing conditions set forth in the Merger Agreement.


Reference to Amendment No. 3 to Merger Agreement in this Amendment No. 3 is qualified in its entirety by reference to the above-mentioned document, which is attached hereto as Exhibit 99.15 and incorporated herein by reference as if set forth in its entirety herein.


Prior to the execution of Amendment No. 3 to Merger Agreement, Merger Sub informed the Reporting Persons 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 to the Merger Agreement 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 7            Materials to be Filed as Exhibits







Amendment No. 3 to the Merger Agreement, dated December 14, 2018, by and among the Issuer, Parent and Merger Sub (incorporated by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Issuer to the Securities and Exchange Commission on December 14, 2018).



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