SHENZHEN, China, Sept. 10, 2015 /PRNewswire/ -- Mindray Medical
International Limited ("Mindray")
(NYSE: MR), a leading developer, manufacturer and marketer
of medical devices worldwide, today announced that the board of
directors of the Company (the "Board") has received a revised
non-binding proposal, dated September
10, 2015, from Mr. Li Xiting,
its Executive Chairman of the Board, President and Co-CEO, Mr.
Xu Hang, its Chairman of the Board,
and Mr. Cheng Minghe, its Co-CEO and Chief Strategic Officer
(collectively, the "Buyer Group"), to acquire all of the
outstanding shares of the Company not already owned by the Buyer
Group for US$27 per American
Depositary Share ("ADS", each ADS representing one ordinary share)
or US$27 per ordinary share in cash,
subject to certain conditions. A copy of the proposal letter is
attached to this press release.
The special committee of the Board (the "Special Committee"),
formed to consider the original proposal by the Buyer Group, is
evaluating this revised proposal with the assistance of its
financial and legal advisors. The Special Committee cautions the
Company's shareholders and others considering trading in the
Company's securities that no decision has been made by the Special
Committee or the Board with respect to the revised proposal. There
can be no assurance that any definitive offer will be made, any
agreement will be executed or that this or any other transaction
will be approved or consummated.
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 diagnostic, 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
Exhibit A
September 10, 2015
The Board of Directors
Mindray Medical International Limited
Mindray Building, Keji 12th Road South
Hi-tech Industrial Park, Nanshan, Shenzhen 518057
The People's Republic of China
Dear Sirs:
Reference is made to the non-binding preliminary proposal made
by Mr. Li Xiting, Executive
Chairman, President and Co-Chief Executive Officer of the Company
("Mr. Li"), Mr. Xu Hang, Chairman of
the Company ("Mr. Xu"), and Mr. Cheng Minghe, Co-Chief Executive
Officer and Chief Strategic Officer of the Company ("Mr. Cheng",
together with Mr. Li and Mr. Xu, the "Buyer Group"), on
June 4, 2015 (the "Original
Proposal"), pursuant to which the Buyer Group proposed to acquire
all outstanding shares (the "Shares") of Mindray Medical
International Limited (the "Company") not owned by the Buyer Group
and their respective affiliates in a going-private transaction (the
"Acquisition").
We very much appreciate the time spent and efforts made by the
special committee (the "Special Committee") of the Company's board
of directors and its advisors so far to facilitate our due
diligence and respond to our information requests. We are
submitting this revised non-binding proposal to reaffirm our
interests in the Acquisition that we are interested only in
acquiring the outstanding shares of the Company that we do not
beneficially own, and we would not consider to sell our shares of
the Company to any third party regardless of the offer price, and
to revise our offer price (the "Offer Price") to US$27.0 in cash per American Depositary share of
the Company ("ADS", each representing one Share).
Our decision to revise the Offer Price has been a difficult one
to make but is necessitated by the tougher than expected market
conditions facing the Company and the Chinese economy. In
particular,
- Since the Original Proposal, the Company has experienced weaker
than expected financial performance. According to the Company's
earnings release for the second quarter of 2015, the Company's
EBITDA declined by 15.8% and GAAP net income declined by 31.0%,
respectively, year-on-year during the second quarter of 2015.
Furthermore, the Company has recently revised down its full year
2015 net revenues and non-GAAP net income guidance. The Company now
anticipates its net revenues to grow by a low-single-digit
percentage over 2014 and non-GAAP net income to decrease by
approximately 30% from 2014. We
believe that such deterioration in the Company's business has had a
significantly negative impact on the value of the Company.
- The global financial markets have experienced significant
volatility recently, including substantial volatility in equity
securities markets, and volatility and tightening of liquidity in
credit markets. These developments have negatively affected our
ability to raise the necessary debt anticipated by our Original
Proposal.
- The People's Bank of China
recently announced a total of more than 4% devaluation of
Renminbi reference rate, which is expected to further
depreciate against the US dollars. Following that, emerging market
currencies started to accelerate in depreciation against the US
dollars. We face great exposure to adverse movements in most
emerging market currencies as these affect the purchasing power of
our international customers. This, in turn, has a significant
negative effect on the valuation of the Company.
Furthermore, our cost of funding associated with the financing
for the Acquisition rises with a stronger US dollar.
In closing, we continue to be fully committed to close the
Acquisition and believe that the Acquisition provides full value to
the Company's shareholders. We hope that the Special Committee will
give prompt consideration to our offer and we are prepared to
execute definitive agreements on an expedited basis. Should you
have any questions regarding this proposal, please do not hesitate
to contact the undersigned. We look forward to speaking with
you.
Mindray Medical International Limited
By: /s/ Li Xiting
Name: Li Xiting
Title: Executive Chairman of the Board, President and Co-CEO
By: /s/ Xu Hang
Name: Xu Hang
Title: Chairman of the Board
By: /s/ Cheng Minghe
Name: Cheng Minghe
Title: Co-Chief Executive Officer and Chief Strategic Officer
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SOURCE Mindray Medical International Limited