UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of June 2015
Commission File Number: 001-33036
Mindray
Medical International Limited
Mindray Building, Keji 12th Road South,
Hi-tech Industrial Park, Nanshan,
Shenzhen 518057
Peoples Republic of China
(Address of principal executive office)
Indicate by check mark whether
the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F þ Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ¨
Indicate by check mark whether by furnishing the
information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨
No þ
If Yes is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): N/A
TABLE
OF CONTENTS
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Mindray Medical International Limited |
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By: |
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/s/ Alex Lung |
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Name: Alex Lung |
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Title: Chief Financial Officer |
Date: June 25, 2015
3
Exhibit 99.1
Mindray Announces
Formation of a Special Committee to Evaluate “Going Private” Proposal
SHENZHEN, China, June 24, 2015 -- Mindray
Medical International Limited (“Mindray” or the “Company”, NYSE: MR), a leading developer, manufacturer
and marketer of medical devices worldwide, announced today that its board of directors has formed a special committee (the “Special
Committee”) comprised of three independent directors of the Company, Mr. Ronald Ede, Mr. Kern Lim and Mr. Qiyao Wu, to consider
the previously announced non-binding proposal (the “Proposal”) received by the Company’s board of directors (the
“Board”) on June 4, 2015 from Mr. Li Xiting, its Executive Chairman of the Board, President and Co-Chief Executive
Officer, Mr. Xu Hang, its Chairman of the Board, and Mr. Cheng Minghe, its Co-Chief Executive Officer and Chief Strategic Officer
(collectively, the “Buyer Group”).
As previously announced, the Proposal
contemplates the Buyer Group acquiring all of the outstanding ordinary shares of the Company not beneficially owned by the Buyer
Group, including ordinary shares represented by the Company's American depositary shares or “ADSs” (each representing
one ordinary share of the Company) in a going private transaction at a price of US$30.00 in cash per ordinary share or ADS, subject
to certain conditions (the “Proposed Transaction”). The Board has formed the Special Committee, consisting of independent
directors that are unaffiliated with members of the Buyer Group and not management members of the Company, to exclusively evaluate
and, if appropriate, negotiate the Proposed Transaction on behalf of the Company and to consider other strategic options available
to the Company.
The Special Committee has retained
Lazard Asia (Hong Kong) Limited as its independent financial advisor and Shearman & Sterling as its U.S. legal counsel to assist
it in its evaluation of the Proposed Transaction and any other alternative transaction.
The Company cautions its shareholders
and others considering trading in its securities that neither the Special Committee nor the Board has set a definitive timetable
for the completion of its evaluation of the Proposed Transaction or any other alternative transaction and the Company does not
currently intend to announce developments unless and until an agreement has been reached. However, there can be no assurance that
any definitive offer will be made, that any agreement will be executed or that the Proposed Transaction or any other transaction
will be approved or consummated.
Cautionary Statement Concerning
Forward-Looking Statements
This press release contains certain
statements that are not descriptions of historical facts, but are “forward-looking” statements. These forward-looking
statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,”
“intends,” “plans,” “believes,” “estimates” and similar statements. Mindray may
also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission on
forms 20-F and 6-K, in its annual report to shareholders, in press releases and other written materials and in oral statements
made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about
Mindray’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and
uncertainties that could cause actual results to differ materially from the forward-looking statements. A number of important factors
could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties
include, but are not limited to, whether or not any definitive offer will be made, or if made, whether it will be approved and
consummated, and such other risks outlined in Mindray’s filings with the U.S. Securities and Exchange Commission, including
its registration statements on Form F-1, F-3 and 20-F, in each case as amended. Mindray does not undertake any obligation to update
any forward-looking statement, except as required under applicable law.
About Mindray
We are a leading developer, manufacturer
and marketer of medical devices worldwide. We maintain our global headquarters in Shenzhen, China, U.S. headquarters in Mahwah,
New Jersey and multiple sales offices in major international markets. From our main manufacturing and engineering base in China,
we supply through our worldwide distribution network a broad range of products across three primary business segments, namely patient
monitoring and life support, in-vitro diagnostics, and medical imaging systems. For more information, please visit http://ir.mindray.com.
For investor and media inquiries, please
contact:
In China:
Cathy Gao
Mindray Medical International Limited
Tel: +86-755-8188-8023
Email: cathy.gao@mindray.com
In the U.S:
Hoki Luk
Western Bridge, LLC
Tel: +1-646-808-9150
Email: hoki.luk@westernbridgegroup.com
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