Additional Proxy Soliciting Materials (definitive) (defa14a)
September 04 2014 - 8:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A INFORMATION
PROXY STATEMENT PURSUANT
TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant ☒ |
Filed by a Party other than the Registrant ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
CHINDEX
INTERNATIONAL, INC. |
(Name of Registrant as Specified In Its Charter) |
N/A |
(Name of Person(s) Filing Proxy Statement, if other than Registrant) |
Payment of Filing Fee (Check the appropriate box):
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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☐ | Fee paid previously with preliminary materials. |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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ISS AND GLASS LEWIS
RECOMMEND THAT CHINDEX INTERNATIONAL, INC. SHAREHOLDERS
VOTE “FOR” THE PROPOSED GOING-PRIVATE TRANSACTION
BETHESDA, MD – September 4, 2014 —
Chindex International, Inc. (“Chindex” or the “Company”) (Nasdaq: CHDX) announcedtoday that the independent
proxy advisory firms, Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass
Lewis”), have both recommended that Chindex shareholders vote FOR the proposal to adopt the Amended and Restated Agreement
and Plan of Merger, dated as of April 18, 2014, as amended as of August 6, 2014, by and among the Company, Healthy Harmony
Holdings, L.P., and Healthy Harmony Acquisition, Inc. (the “Merger Agreement”).
ISS and Glass Lewis are the leading independent
international proxy advisory firms and their voting analyses and recommendations are relied upon by thousands of major institutional
investment firms, mutual funds and fiduciaries throughout the world.
The Company’s special meeting of stockholders
to consider and vote on, among other things, the Merger Agreement will be held at 10:30 a.m., Eastern Time, on Tuesday, September
16, 2014 at the offices of Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York, NY 10004.
Shareholders who have questions about the
Merger Agreement, need additional copies of the Company’s proxy materials, or need assistance in voting their shares are
encouraged to contact MacKenzie Partners by email at proxy@mackenziepartners.com or by phone at +1(800) 322-2885 (toll free)
or at +1(212) 929-5500 (outside of the United States).
Additional Information
This communication is neither a solicitation of a proxy nor
an offer to purchase nor a solicitation of an offer to sell any securities. This communication is also not a substitute for any
proxy statement or other filings that may be made with the Securities and Exchange Commission (the “SEC”) with respect
to the merger.
In connection with the special meeting, the Company filed
a definitive proxy statement with the SEC on August 7, 2014 and may furnish or file other materials with the SEC in connection
with the proposed transaction. The definitive proxy statement will be sent or given to the stockholders of the Company and contains
important information about the Company, the proposed transaction and related matters. STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND THOSE OTHER MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY ARE AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION
THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER. The proxy statement and other relevant materials,
and any other documents filed by Chindex with the SEC, may be obtained, without charge, from the SEC’s website (www.sec.gov)
or, without charge, from Chindex by mail or online from the Chindex website at the Investor Relations section of www.chindex.com.
Participants in the Solicitation
Chindex and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from Chindex stockholders with respect to the proposed merger. Information regarding
any interests that the executive officers and directors of Chindex may have in the transaction described herein is set forth in
definitive proxy statement filed with the SEC. Additional information regarding these executive officers and directors is included
in the Company’s proxy statement for its 2014 Annual Meeting of Stockholders, which was filed with the SEC on April 30, 2014.
CONTACT:
ICR, Inc., Bill Zima, +86-10-6583-7511, +1-646-328-2510
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