Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 16, 2014

CHINDEX INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE		0-24624		13-3097642
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4340 EAST WEST HIGHWAY, SUITE 1100 BETHESDA, MARYLAND			20814
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (301) 215−7777

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders.

Chindex International, Inc., a Delaware corporation (the “Company”), held a Special Meeting of Stockholders on September 16, 2014 (the “Special Meeting”). The purpose of the Special Meeting was to submit the previously disclosed proposals to a vote of the holders of the Company’s outstanding stock as of the close of business on August 19, 2014 (the record date for the Special Meeting). The proposals being voted upon were: (i) the adoption of the Amended and Restated Agreement and Plan of Merger, dated as of April 18, 2014, as amended as of August 6, 2014 (as it may be further amended from time to time, the “Merger Agreement”), by and among the Company, Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), and Healthy Harmony Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); (ii) the approval, on an advisory and non-binding basis, of the compensation that may be paid or become payable to the Company’s named executive officers in connection with the proposed merger (the “Merger-Related Compensation Proposal”); and (iii) the approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement (the “Adjournment Proposal”).

Adoption of the Merger Agreement required (i) the affirmative vote of the holders of a majority of the voting power of the Company’s outstanding stock, voting as a single class, and (ii) the affirmative vote of the holders of a majority of the voting power of the Company’s outstanding stock not owned, directly or indirectly, by any “Excluded Holder” (as defined in the Merger Agreement), voting as a single class. “Excluded Holders” consisted of, among others, Parent, Merger Sub, holders of shares of Class B common stock, Roberta Lipson and her related trusts, the other officers and directors of the Company (other than the members of the Transaction Committee of the Board of Directors), and Fosun Industrial Co., Limited.

Approval of the Merger-Related Compensation Proposal and the Adjournment Proposal required the affirmative vote of the holders of a majority of the voting power of the Company’s outstanding stock present in person or represented by proxy at the Special Meeting and voting on the proposal, voting as a single class.

At the Special Meeting, the Company’s stockholders adopted the Merger Agreement and approved the Merger-Related Compensation Proposal. Because the Merger Agreement was adopted at the Special Meeting, the Adjournment Proposal was not submitted for a vote. A summary of the voting results for the proposals voted on at the Special Meeting is set forth below:

Proposal 1: Adoption of the Merger Agreement

(i) Shares held by all stockholders

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
19,155,592		70,281		4,541		--

(ii) Shares held by stockholders other than the Excluded Holders

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
8,212,437		70,281		4,541		--

Proposal 2: Merger-Related Compensation Proposal

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
17,687,724		1,254,767		287,923		--

Item 8.01 Other Events.

On September 16, 2014, the Company issued a press release announcing that its stockholders had adopted the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit
99.1		Press Release dated September 16, 2014

SIGNATURES

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 hereunto duly authorized.

Date: September 19, 2014

	CHINDEX INTERNATIONAL, INC.

	By:	/s/ Lawrence Pemble
		Name: Lawrence Pemble
		Title: Chief Operating Officer

EXHIBIT INDEX

Exhibit Number		Exhibit
99.1		Press Release dated September 16, 2014

CHINDEX STOCKHOLDERS APPROVE MERGER

BETHESDA, MD – September 16, 2014 — Chindex International, Inc. (“Chindex” or the “Company”) (Nasdaq: CHDX) announced that, at a special meeting of stockholders held today, the Company’s stockholders adopted the previously announced merger agreement (the “Merger Agreement”) by and among the Company, Healthy Harmony Holdings, L.P. (“Parent”), and Healthy Harmony Acquisition, Inc. (“Merger Sub”). Parent is an affiliate of TPG, Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (“Fosun”) and Ms. Roberta Lipson, the CEO of the Company.

The Merger Agreement was adopted by approximately 81% of the aggregate voting power of the Company’s outstanding stock. The Merger Agreement was also adopted by approximately 64% of the voting power of the Company’s outstanding stock not owned, directly or indirectly, by any “Excluded Holder” (as defined in the Merger Agreement), thus satisfying an additional stockholder approval condition in the Merger Agreement. “Excluded Holders” consisted of, among others, Parent, Merger Sub, holders of shares of Class B common stock, Roberta Lipson and her related trusts, the other officers and directors of the Company (other than the members of the Transaction Committee of the Board of Directors), and Fosun Industrial Co., Limited.

Under the terms of the Merger Agreement, Parent has agreed to acquire Chindex at a price of $24.00 per share in cash, without interest and net of any taxes required to be withheld. The transaction is expected to close on or before September 30, 2014. If completed, the transaction would result in Chindex becoming a privately held company and its common stock would no longer be listed on the NASDAQ Global Select Market.

Morgan Stanley & Co. LLC is serving as financial advisor and Hughes Hubbard & Reed LLP is serving as lead legal advisor to the Transaction Committee in connection with the pending merger. Goldman, Sachs & Co. is serving as financial advisor, Cleary Gottlieb Steen & Hamilton LLP is serving as lead legal advisor, and Fangda Partners is serving as PRC counsel to TPG. Troutman Sanders LLP is serving as Fosun’s legal advisor. Skadden, Arps, Slate, Meagher & Flom LLP is serving as lead legal advisor of Ms. Lipson.

About Chindex

Chindex is an American health care company providing health care services in China through the operations of United Family Healthcare, a network of private primary care hospitals and affiliated ambulatory clinics. United Family Healthcare currently operates in Beijing, Shanghai, Tianjin and Guangzhou. The Company also provides medical capital equipment and products through Chindex Medical Ltd., a joint venture company with manufacturing and distribution businesses serving both domestic China and export markets. With more than thirty years of experience, the Company's strategy is to continue its growth as a leading integrated health care provider in the Greater China region. Further Company information may be found at the Company's website at http://www.chindex.com.

Safe Harbor Statement

Statements made in this press release relating to plans, strategies, objectives, economic performance and trends and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, the factors set forth under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, updates and additions to those “Risk Factors” in the Company’s interim reports on Form 10-Q, Forms 8-K and in other documents filed by us with the Securities and Exchange Commission from time to time. Forward-looking statements may be identified by terms such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “forecasts,” “potential,” or “continue” or similar terms or the negative of these terms. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. The Company has no obligation to update these forward-looking statements.

For more information, please contact:

Chindex International Inc.

ICR, LLC

William Zima

In U.S.: +1 646-308-1472

In China: +86 (10) 6583-7511

Email: william.zima@icrinc.com

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