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TABLE OF CONTENTS
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
AMENDMENT NO. 3
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
iKang Healthcare Group, Inc.
(Name of the Issuer)
iKang Healthcare Group, Inc.
IK Healthcare Holdings Limited
IK Healthcare Investment Limited
IK Healthcare Merger Limited
Yunfeng Fund III, L.P.
Yunfeng Fund III Parallel Fund, L.P.
Taobao China Holding Limited
Boyu Capital Fund III, L.P.
Lee Ligang Zhang
ShanghaiMed, Inc.
Time Intelligent Finance Limited
Boquan He
Top Fortune Win Ltd.
(Names of Persons Filing Statement)
Class A Common Shares, par value US$0.01 per share
American Depositary Shares, each representing 1/2 Class A Common Shares
(Title of Class of Securities)
45174L108
(CUSIP
Number)
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iKang Healthcare Group, Inc.
B-6F, Shimao Tower
92A Jianguo Road,
Chaoyang District, Beijing, 100022,
People's Republic of China
Tel: +86 10 5320 6688
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IK Healthcare Holdings Limited
IK Healthcare Investment Limited
IK Healthcare Merger Limited
Suite 3206, One Exchange Square,
8 Connaught Place, Central, Hong Kong
Tel: + 852 2516 6363
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Yunfeng Fund III, L.P.
Yunfeng Fund III Parallel Fund, L.P.
Suite 3206, One Exchange Square,
8 Connaught Place, Central, Hong Kong
Tel: + 852 2516 6363
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Taobao China Holding Limited
26/F, Tower One, Times Square,
1 Matheson Street, Causeway Bay,
Hong Kong
Tel: +852 2215 5100
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Lee Ligang Zhang
ShanghaiMed, Inc.
Time Intelligent Finance Limited
c/o iKang Healthcare Group, Inc.
B-6F, Shimao Tower
92A Jianguo Road,
Chaoyang District, Beijing, 100022,
People's Republic of China
Tel: +86 10 5320 6688
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Boquan He
Top Fortune Win Ltd.
Unit 3213, Metro Plaza
No. 183-187 Tianhe Road (N), Guangzhou,
People's Republic of China
Tel: +86 20 8755 3248
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Boyu Capital Fund III, L.P.
Ugland House, 121 South Church Street,
Grand Cayman, KY1-1104, Cayman Islands
Tel: +1 345 949 8066
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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With copies to:
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Kathryn King Sudol, Esq.
Simpson Thacher & Bartlett
35
th
Floor, ICBC Tower
3 Garden Road, Central
Hong Kong
Telephone +852 2514 7600
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Howard Zhang, Esq.
Li He, Esq.
Davis Polk & Wardwell LLP
2201, China World Office 2
No. 1, Jian Guo Men Wai Avenue
Beijing 100004, People's Republic of China
Telephone: +86 10 8567 5000
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Weiheng Chen, Esq.
Jie Zhu, Esq.
Wilson Sonsini Goodrich & Rosati
Suite 1509, Jardine House
1 Connaught Place, Central
Hong Kong
Telephone: +852 3972 4955
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This
statement is filed in connection with (check the appropriate box):
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o
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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o
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The filing of a registration statement under the Securities Act of 1933.
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o
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A tender offer
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ý
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None of the above
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Check
the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary
copies:
o
Check the following box if the filing is a final amendment reporting the results of the transaction:
o
Calculation of Filing Fee
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Transactional Valuation*
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Amount of Filing Fee**
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$1,108,880,678.08
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$138,055.64***
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*
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Calculated
solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The
filing fee is calculated based on the sum of (a) the aggregate cash payment for the proposed per share cash payment of US$41.20 for the 26,440,247 issued and outstanding Class A
common shares of the issuer subject to the transaction plus (b) the product of 616,094 Class A common shares underlying outstanding and unexercised options multiplied by US$31.72
per share (which is the difference between the US$41.20 per share merger consideration and the weighted average exercise price of US$9.48 per share for the options) ((a) and (b) together, the
"Transaction Valuation").
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**
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The
amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory
#1 for Fiscal Year 2018, was calculated by multiplying the Transaction Valuation by 0.0001245.
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ý
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Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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***
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$137,089.32
of the filing fee was previously paid on the initial filing of this Schedule 13E-3 Transaction Statement on May 30, 2018.
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This CUSIP applies to the American Depositary Shares, each representing 1/2 Class A common shares.
Table of Contents
TABLE OF CONTENTS
i
Table of Contents
INTRODUCTION
This Amendment No. 3 to Schedule 13E-3, together with the exhibits hereto ("Amendment No. 3") amends and supplements the Rule 13e-3
transaction statement on Schedule 13E-3 originally filed on May 30, 2018 and amended by Amendment No. 1 filed on June 22, 2018 and Amendment No. 2 filed on July 16, 2018 (the
"Original Transaction Statement", and as further amended by Amendment No. 3, the "Transaction Statement"). This Transaction Statement is being filed with the Securities and Exchange Commission
(the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), jointly by the following persons (each, a "Filing Person," and
collectively, the "Filing Persons"): (a) iKang Healthcare Group, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands
(the "Company"), the issuer of the Class A common shares, par value US$0.01 per share (each, a "Class A Share" and collectively, the "Class A Shares"), and Class C
common shares, par value US$0.01 per share (each, a "Class C Share" and collectively, the "Class C Shares"; and the Class C Shares together with the Class A Shares, the
"Shares"), including the Class A Shares represented by the American depositary shares, each representing 1/2 of a Class A Share (the "ADSs"), that is subject to the transaction
pursuant to Rule 13e-3 under the Exchange Act; (b) IK Healthcare Holdings Limited, an exempted company with
limited liability incorporated under the laws of the Cayman Islands ("Holdco"); (c) IK Healthcare Investment Limited, an exempted company with limited liability incorporated under the laws of
the Cayman Islands and a wholly-owned subsidiary of Holdco ("Parent"); (d) IK Healthcare Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman
Islands and a wholly-owned subsidiary of Parent ("Merger Sub"); (e) Yunfeng Fund III, L.P., an exempted limited partnership established under the laws of the Cayman Islands
("YF Fund III"); (f) Yunfeng Fund III Parallel Fund, L.P., an exempted limited partnership established under the laws of the Cayman Islands ("YF Fund III Parallel" and
together with YF Fund III, "YFC") (g) Taobao China Holding Limited, a company incorporated under the laws of Hong Kong ("Taobao China"); (h) Boyu Capital Fund III, L.P., an
exempted limited partnership established under the laws of the Cayman Islands ("Boyu Fund III"); (i) Mr. Lee Ligang Zhang, the chairman of the board of directors and the chief executive
officer of the Company ("Mr. Zhang"); (j) Time Intelligent Finance Limited, a company incorporated under the laws of the British Virgin Islands ("Time Intelligent"), which is
beneficially owned by Mr. Zhang's family trust; (k) ShanghaiMed, Inc., a company incorporated under the laws of the British Virgin Islands ("ShanghaiMed"), which is wholly-owned
by Time Intelligent; (l) Mr. Boquan He, the vice chairman of the board of directors of the Company ("Mr. He"); and (m) Top Fortune Win Ltd., a company incorporated
under the laws of the British Virgin Islands ("Top Fortune") (together with Time Intelligent, ShanghaiMed and Mr. He. the "Rollover Shareholders"). Filing Persons (b) through
(m) are collectively referred to herein as the "Buyer Group."
This Transaction Statement relates to the agreement and plan of merger by and among Parent, Merger Sub and the Company, dated as of March 26, 2018 and amended as of May 29,
2018 (such agreement as amended on May 29, 2018, the "original merger agreement") and further amended as of September 25, 2018 (as so amended, the "merger agreement"), pursuant to which
Merger Sub will be merged with and into the Company with the Company continuing as the surviving company and becoming a wholly-owned subsidiary of Parent (the "merger").
Pursuant to General Instruction F to Schedule 13E-3, the information contained in the proxy statement, including all annexes thereto, is incorporated in its entirety herein
by this reference, and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the proxy statement and the annexes thereto.
All
information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.
Except as amended and supplemented in this Amendment No. 3, the information set forth in the Original Transaction Statement remains unchanged.
1
Table of Contents
Item 4 Terms of the Transaction
Item 4 is hereby amended and supplemented by adding the following:
On September 25, 2018, Parent, Merger Sub and the Company entered into an amendment No. 2 to the original merger agreement, pursuant to which the Termination Date under the merger
agreement is extended from September 26, 2018 to October 31, 2018.
Item 5 Past Contracts, Transactions, Negotiations and Agreements
Item 5 is hereby amended and supplemented by adding the disclosure under Item 4 above in this Amendment No. 3.
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Table of Contents
Item 13 Financial Statements
Item 13 is hereby amended and supplemented by adding the following:
The audited consolidated financial statements of the Company for the fiscal years ended March 31, 2017 and 2018 are incorporated herein by reference to the Company's
Form 20-F for the fiscal year ended March 31, 2018, filed on August 10, 2018 (see page F-1 and following pages).
The following tables present our selected consolidated financial information for the fiscal year ended March 31, 2018 and as of March 31, 2018, as applicable. The selected
consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, the Company's audited
consolidated financial statements and related notes and "Item 5. Operating and Financial Review Prospects" in the Company's Annual Report on Form 20-F for the fiscal year ended
March 31, 2018, which are incorporated herein by reference.
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For the years ended
March 31,
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Consolidated statements of operations data
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2017
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2018
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(U.S. dollars in
thousands, except per
share data)
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Net revenues
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435,713
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563,932
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Cost of revenues
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262,134
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325,656
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Gross profit
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173,579
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238,276
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Operating expenses:
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Sales and marketing expenses
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74,304
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96,594
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General and administrative expenses
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82,783
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126,255
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Research and development expenses
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3,194
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3,055
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Total operating expenses
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160,281
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225,904
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Income from operations
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13,298
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12,372
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Interest expense
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(13,880
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)
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(20,191
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)
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Interest income
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939
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382
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Income/(loss) before provision for income taxes and gain/(loss) from equity method investments
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357
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(7,437
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Income tax expenses
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3,354
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6,791
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Loss before loss from equity method investments
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(2,997
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(14,228
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Loss from equity method investments
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(9,547
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(2,448
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Net loss
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(12,544
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(16,676
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Less: Net (loss)/income attributable to non-controlling interest
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(1,293
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633
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Net loss attributable to iKang Healthcare Group, Inc.
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(11,251
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(17,309
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Net loss attributable to common shareholders of iKang Healthcare Group, Inc.
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(11,251
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(17,309
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Net loss per share attributable to common shareholders of iKang Healthcare Group, Inc.
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Basic
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(0.33
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(0.50
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Diluted
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(0.33
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(0.50
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Net loss per ADS attributable to common shareholders of iKang Healthcare Group, Inc.
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Basic
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(0.17
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(0.25
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Diluted
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(0.17
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(0.25
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3
Table of Contents
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As of March 31,
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Consolidated balance sheet data
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2017
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2018
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(U.S. dollars in
thousands)
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Total current assets
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219,915
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295,379
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Total assets
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728,491
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865,155
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Total current liabilities
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287,160
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440,529
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Total liabilities
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396,086
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485,330
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Total iKang Healthcare Group, Inc. shareholders' equity
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312,437
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355,707
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Non-controlling interests
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19,968
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24,118
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Total liabilities and equity
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728,491
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865,155
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As of March 31,
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2016
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2017
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2018
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(unaudited)
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Ratio of earnings to fixed charges
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6.23
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1.03
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0.63
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The Company's net book value per share as of March 31, 2018 was US$10.94 based on 34,721,539 issued and outstanding Shares as of that
date.
Item 15 Additional Information
Item 15 is hereby amended and supplemented by adding the following:
On August 20, 2018, an extraordinary general meeting of shareholders of the Company was held at 10:00 a.m. (Beijing time) at B-6F, Shimao Tower, 92A Jianguo Road, Chaoyang
District, Beijing, the People's Republic of China. At the extraordinary general meeting, the shareholders of the Company voted to authorize and approve the original merger agreement, the plan of
merger required to be filed with the Registrar of Companies of the Cayman Islands, and the transactions contemplated thereby, including the merger.
Under Section 7.02(e) of the merger agreement, the obligations of Parent and Merger Sub to consummate the merger and the other transactions contemplated by the merger agreement
are subject to the condition that the holders of no more than 15% of the total issued and outstanding shares of the Company have validly served notices of objection under Section 238(2) of the
Cayman Islands Companies Law ("Objection Notices") to object to the merger. Prior to the extraordinary general meeting of shareholders, the Company received Objection Notices from holders of the
Company's Class A Shares representing, collectively, approximately 32.37% of the total issued and outstanding shares of the Company. As a result, the closing condition under
Section 7.02(e) of the merger agreement is not satisfied. The Company has formally requested that Parent and Merger Sub waive this closing condition.
On September 25, 2018, Parent, Merger Sub and the Company entered into an amendment No. 2 to the original merger agreement, pursuant to which the Termination Date under the
merger agreement is extended from September 26, 2018 to October 31, 2018.
4
Table of Contents
Item 16 Exhibits
Item 16 is hereby amended and supplemented by adding the following:
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(a)
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-(7) Press
Release issued by the Company, dated July 16, 2018, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K
furnished by the Company to the SEC on July 16, 2018.
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(a)
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-(8) Press
Release issued by the Company, dated August 14, 2018, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K
furnished by the Company to the SEC on August 14, 2018.
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(a)
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-(9) Press
Release issued by the Company, dated August 20, 2018, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K
furnished by the Company to the SEC on August 20, 2018.
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(a)
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-(10) Press
Release issued by the Company, dated September 7, 2018, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K
furnished by the Company to the SEC on September 7, 2018.
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(a)
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-(11) Press
Release issued by the Company, dated September 25, 2018, incorporated herein by reference to Exhibit 99.2 to the Report on Form 6-K
furnished by the Company to the SEC on September 25, 2018.
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(d)
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-(12) Amendment
No. 2 to the Agreement and Plan of Merger, dated September 25, 2018, by and among the Company, Parent and Merger Sub, incorporated
herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on September 25, 2018.
5
Table of Contents
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date: September 26, 2018
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iKang Healthcare Group, Inc.
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By:
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/s/ RUBY LU
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Name:
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Ruby Lu
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Title:
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Chairman, Special Committee of the
Board of Directors
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Table of Contents
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IK Healthcare Holdings Limited
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By:
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/s/ HUANG XIN
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Name:
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Huang Xin
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Title:
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Director
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Table of Contents
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IK Healthcare Investment Limited
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By:
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/s/ HUANG XIN
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Name:
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Huang Xin
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Title:
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Director
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Table of Contents
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IK Healthcare Merger Limited
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By:
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/s/ HUANG XIN
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Name:
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Huang Xin
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Title:
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Director
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Table of Contents
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Yunfeng Fund III, L.P.
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By:
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Yunfeng Investment III, Ltd., its general partner
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By:
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/s/ XIN HUANG
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Name:
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Xin Huang
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Title:
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Authorized Signatory
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Table of Contents
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Yunfeng Fund III Parallel Fund, L.P.
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By:
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Yunfeng Investment III, Ltd., its general partner
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By:
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/s/ XIN HUANG
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Name:
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Xin Huang
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Title:
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Authorized Signatory
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Table of Contents
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Taobao China Holding Limited
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By:
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/s/ RICHARD LIN
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Name: Richard Lin
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Title:
Authorized Signatory
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Table of Contents
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Boyu Capital Fund III, L.P.
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By:
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Boyu Capital General Partner III, L.P., its general partner
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By:
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Boyu Capital General Partner III, Ltd., its general partner
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By:
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/s/ LEONG CHU YONG
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Name:
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Leong Chu Yong
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Title:
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Authorized Signatory
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Table of Contents
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Lee Ligang Zhang
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By:
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/s/ LEE LIGANG ZHANG
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Name:
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Lee Ligang Zhang
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Table of Contents
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ShanghaiMed, Inc.
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By:
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/s/ LEE LIGANG ZHANG
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Name:
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Lee Ligang Zhang
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Title:
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Director
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Table of Contents
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Time Intelligent Finance Limited
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By:
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/s/ LEE LIGANG ZHANG
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Name:
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Lee Ligang Zhang
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Title:
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Director
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Table of Contents
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Boquan He
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By:
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/s/ BOQUAN HE
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Name:
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Boquan He
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Table of Contents
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Top Fortune Win Ltd.
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By:
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/s/ BOQUAN HE
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Name:
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Boquan He
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Title:
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Director
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IKANG HEALTHCARE GROUP, INC. (NASDAQ:KANG)
過去 株価チャート
から 5 2024 まで 6 2024
IKANG HEALTHCARE GROUP, INC. (NASDAQ:KANG)
過去 株価チャート
から 6 2023 まで 6 2024