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KANG

iKang Healthcare

$20.12

-0.24 (-1.18%)

16:08
08/14/18
08/14
16:08
08/14/18
16:08

iKang Healthcare announces update on "Going Private" transaction

iKang Healthcare Group announced that, as of the close of business (New York time) on August 14, 2018, it has received notices of objection under Section 238(2) of the Cayman Islands Companies Law which object to the proposed merger contemplated by the previously announced agreement and plan of merger, dated as of March 26, 2018 and amended as of May 29, 2018, by and among the Company, IK Healthcare Investment Limited and IK Healthcare Merger Limited, from shareholders of the Company who hold Class A common shares representing, collectively, approximately 18.33% of the total issued and outstanding shares of the Company. As of the close of business on August 14, 2018, the Company has received from holders of the Company's American Depositary Shares, including former holders of ADSs who have provided Objection Notices to the Company, requests for the Company to convert such holders' ADSs into Class A common shares of the Company which, upon conversion of all such ADSs, would represent, collectively, approximately 32.37% of the total issued and outstanding shares of the Company. Under Section 7.02(e) of the Merger Agreement, the obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement are subject to the condition that the holders of no more than 15% of the total issued and outstanding shares of the Company have validly served Objection Notices. Based on the Objection Notices received by the Company as of the close of business (New York time) on August 14, 2018, this condition is no longer satisfied. The Company has informed Parent and Merger Sub of the receipt of the Objection Notices and non-satisfaction of the closing condition in Section 7.02(e) of the Merger Agreement. The Company intends to request that Parent and Merger Sub waive this closing condition. However, the Company cautions its shareholders and others considering trading its securities that, due to the non-satisfaction of the closing condition in Section 7.02(e) of the Merger Agreement, Parent and Merger Sub are not obligated to consummate the Merger or the other transactions contemplated by the Merger Agreement and that there is no assurance that Parent and Merger Sub will waive such closing condition.

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