BEIJING, Dec. 14, 2012 (GLOBE NEWSWIRE) -- China Nuokang Bio-Pharmaceutical Inc. (Nasdaq:NKBP) ("Nuokang" or the "Company"), a leading China-based biopharmaceutical company focused on the research, development, manufacture, marketing and sales of hospital-based medical products, today announced that it has called an extraordinary general meeting of shareholders (the "EGM"), to be held at 9:30 a.m. (Beijing time) on January 15, 2013, at 26th Floor, Gloucester Tower, The Landmark, 15 Queen's Road Central, Hong Kong, 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 September 27, 2012, among the Company, Kingbird Investment Inc. ("Parent") and Kingbird Mergerco. Inc. ("Merger Sub"), and, solely for the purposes of Section 6.16 thereof, Anglo China Bio-technology Investment Holdings Limited and Britain Ukan Technology Investment Holdings (Group) Limited, and the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Exhibit A to the Merger Agreement (the "Plan of Merger") and the transactions contemplated thereby (including the merger).
Pursuant to the Merger Agreement and the Plan of Merger, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company. If completed, the merger will result in the Company becoming a privately-held company and its American depositary shares ("ADSs") will no longer be listed on The NASDAQ Global Market and the American depositary shares program for the ADSs will terminate. The Company's board of directors unanimously recommends that the 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 thereby (including the merger).
Shareholders of record at the close of business in the Cayman Islands on January 5, 2013 will be entitled to vote at the EGM and any adjournment thereof. The record date for ADS holders entitled to instruct JPMorgan Chase Bank, N.A., the ADS depositary, to vote the shares represented by the ADSs is the close of business in New York City on December 17, 2012. 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, filed with the U.S Securities and Exchange Commission ("SEC"), which can be obtained from the SEC's website (http://www.sec.gov). 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 MERGER AND RELATED MATTERS.
This announcement is neither a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other filings that have been or will be made with the SEC.
About China Nuokang Bio-Pharmaceutical Inc.
China Nuokang Bio-Pharmaceutical Inc. (Nasdaq:NKBP) is a leading biopharmaceutical company in China focused on the research, development, manufacture, marketing and sales of hospital-based medical products. The Company provides a diversified portfolio of products across more than 4,200 hospitals in China Nuokang's principal products include Baquting®, China's leading hemocoagulase product by market share, Kaitong®, a lipid emulsion alprostadil product for the treatment of peripheral vascular diseases, cardiocerebral microcirculation disorders and post-surgery thrombosis; and alpha lipoic acid capsules, or ALA, an antioxidant product that addresses diabetic neuropathy. The Company's product pipeline includes product candidates under development in hematological, cardiovascular and cerebrovascular disease diagnosis, treatment and prevention. Please visit www.nkbp.com for more information.
This press release contains forward-looking statements relating to the potential acquisition of the Company by an affiliate of Mr. Baizhong Xue, the Chairman and Chief Executive Officer of the Company. These are "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. The actual results of the transaction could vary materially as a result of a number of factors, including: uncertainties as to how the Company's shareholders will vote at the extraordinary general meeting; the possibility that competing offers will be made; and the possibility that various closing conditions for the transaction may not be satisfied or waived. These forward-looking statements reflect the Company's expectations as of the date of this press release. The Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
CONTACT: China Nuokang Bio-Pharmaceutical Inc. Mr. Steven Duan Vice President of Investor Relations Email: email@example.com ICR, Inc. Mr. Rob Koepp Tel: (+86) 10-6583-7516 or (646) 405-5180 Email: firstname.lastname@example.orgSource:China Nuokang Bio-Pharmaceutical Inc.