SHENZHEN, China, June 22, 2016 /PRNewswire/ -- China Nepstar
Chain Drugstore Ltd. (NYSE: NPD) ("Nepstar" or the "Company"), a
leading retail drugstore chain in China based on the number of directly operated
stores, announced today that it has called an extraordinary general
meeting of shareholders (the "EGM"), to be held at 10:00 a.m. Beijing Time on July 29, 2016, at the Company's office at 25F,
Neptunus Yinhe Keji Building No.1, Kejizhong 3rd Road Nanshan
District, Shenzhen, Guangdong Province, 518057, People's Republic of China, to consider and
vote on, among other things, the proposal to authorize and approve
the previously announced agreement and plan of merger (the "Merger
Agreement") dated March 16, 2016, by
and among China Neptunus Drugstore Holding Ltd. ("Parent"),
Neptunus Global Limited ("Merger Sub") and the Company, the plan of
merger required to be filed with the Registrar of Companies of the
Cayman Islands, substantially in
the form attached as Appendix I to the Merger Agreement (the "Plan
of Merger") and the transactions contemplated thereby (including
the Merger, as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will merge with and into the Company (the "Merger"), with the
Company continuing as the surviving company and a wholly-owned
subsidiary of Parent in accordance with Cayman Islands Companies
Law. If completed, the Merger will result in the Company
becoming a privately held company. Nepstar's American
depositary shares ("ADSs"), each representing two ordinary shares
of the Company, will no longer be listed on the New York Stock
Exchange and the American depositary shares program for Nepstar's
ADSs will terminate. In addition, Nepstar's ADSs and Nepstar's
ordinary shares represented by the ADSs will cease to be registered
under Section 12 of the Securities Exchange Act of 1934.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee of the board of directors
of the Company comprised of independent directors unaffiliated with
Parent or Merger Sub or any member of the buyer group or the
management of the Company, authorized and approved the Merger
Agreement, the Plan of Merger and the transactions contemplated by
the Merger Agreement, including the Merger, and recommended that
the Company's shareholders and ADS holders vote FOR, among other
things, the proposal to authorize and approve the Merger Agreement,
the Plan of Merger and the transactions contemplated by the Merger
Agreement, including the Merger.
Shareholders of record as of the close of business in the
Cayman Islands on July 21, 2016 will be entitled to attend and vote
at the EGM. ADS holders as of the close of business in
New York City on June 30, 2016 will be entitled to instruct
JPMorgan Chase Bank, N.A., the ADS depositary, to vote the ordinary
shares represented by the ADSs at the EGM.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the proxy statement attached as
Exhibit (a)-(1) thereto, as amended, filed with the
Securities and Exchange Commission (the "SEC"), which can be
obtained, along with other filings containing information about the
Company, the proposed Merger and related matters, without charge,
from the SEC's website (http://www.sec.gov). In addition, the
Company's proxy materials (including the definitive proxy
statement) will be mailed to shareholders and ADS holders.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
TRANSACTION AND RELATED MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under the SEC rules,
be deemed to be "participants" in the solicitation of proxies from
our shareholders with respect to the proposed Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the definitive proxy
statement and Schedule 13E-3 transaction statement relating to the
proposed Merger. Further information regarding persons who may be
deemed participants, including any direct or indirect interests
they may have, is also set forth in the definitive proxy
statement.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for the proxy statement and other
materials that have been or will be filed with or furnished to the
SEC.
Safe Harbor and Informational Statement
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "if," "will," "expected," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Risks, uncertainties and
assumptions include, among other things, uncertainties as to how
the Company's shareholders will vote at the EGM, the possibility
that competing offers will be made, the expected timing of the
completion of the Merger, the possibility that various closing
conditions for the transactions may not be satisfied or waived, and
other risks and uncertainties discussed in documents filed with the
SEC by the Company, as well as the Schedule 13E-3 transaction
statement and the proxy statement to be filed by the Company. These
forward-looking statements reflect the Company's expectations as of
the date of this press release. You should not rely upon these
forward-looking statements as predictions of future events. The
Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
About China Nepstar Chain Drugstore Ltd.
China Nepstar Chain Drugstore Ltd. (NYSE: NPD) is a leading
retail drugstore chain in China.
As of March 31, 2016, the Company had
2,000 directly operated stores across 69 cities, one headquarter
distribution center and 15 regional distribution centers in
China. Nepstar uses directly
operated stores, centralized procurement and a network of
distribution centers to provide its customers with high-quality,
professional and convenient pharmaceutical products and services
and a wide variety of other merchandise, including OTC drugs,
nutritional supplements, herbal products, personal care products,
family care products, and convenience products. Nepstar's strategy
of centralized procurement, competitive pricing, customer loyalty
programs and private label offerings has enabled it to capitalize
on the continuing economic growth in China and take advantage of the demographic
trend in China to achieve a strong
brand and leading market position. For further information, please
go to http://www.nepstar.cn.
For more information, please contact:
Zixin Shao
China Nepstar Chain Drugstore Ltd.
Chief Financial Officer
+86-755-2641-4065
ir@nepstar.cn
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SOURCE China Nepstar Chain Drugstore Ltd.