New Frontier Health Corporation (“NFH” or the “Company”) (NYSE:
NFH), operator of the premium healthcare services provider United
Family Healthcare, today announced that it has called an
extraordinary general meeting of shareholders (the “EGM”) to be
held on January 7, 2022 at 10:00 a.m. (Beijing time), at the
principal office of the Company located at 10 Jiuxianqiao Road,
Hengtong Business Park, B7 Building, 1/F, Chaoyang District,
100015, Beijing, China, to consider and vote on, among other
matters, the proposal to authorize and approve the previously
announced agreement and plan of merger, dated as of August 4, 2021
(the “Merger Agreement”), among the Company, Unicorn II Holdings
Limited, Unicorn II Parent Limited (“Parent”), Unicorn II Merger
Sub Limited (“Merger Sub”), the plan of merger required to be filed
with the Registrar of Companies of the Cayman Islands (the “Plan of
Merger”) and the transactions contemplated thereby, including the
Merger (as defined below). The Company also announced that it is
soliciting consents of warrantholders of the Company to effect the
Warrant Amendment (as defined in the Merger Agreement) in
connection with the Merger, and that the deadline for submitting
the consent will be 10:00 a.m. (Beijing time) on January 6, 2022
(the “Warrantholder Consent Deadline”).
Pursuant to the Merger Agreement and the Plan of Merger, (i) at
the effective time of the Merger, Merger Sub will merge with and
into the Company, with the Company continuing as the surviving
company and a wholly-owned subsidiary of Parent (the “Merger”), and
(ii) subject to the Warrantholder Consent (as defined in the Merger
Agreement) being obtained and the Merger becoming effective, the
Warrant Amendment will take effect. If consummated, the Merger
would result in the Company becoming a privately held company and
its ordinary shares and warrants would no longer be listed on the
New York Stock Exchange. In addition, the Company’s ordinary shares
and warrants would cease to be registered under Section 12 of the
Securities Exchange Act of 1934 following the consummation of the
Merger.
The Company’s board of directors (the “Board”), acting upon the
unanimous recommendation of a special committee of the Board,
composed entirely of independent directors unrelated to the
management of the Company or the buyer group, authorized and
approved the Merger Agreement, the Plan of Merger and the
transactions contemplated thereby, including the Merger. The Board
recommends that the Company’s shareholders 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 as of the close of business in the Cayman
Islands on December 6, 2021 will be entitled to attend and vote at
the EGM and any adjournment thereof. Warrantholders of record as of
the close of business in the Cayman Islands on December 6, 2021
will be entitled to submit a consent with respect to the Warrant
Amendment prior to the Warrantholder Consent Deadline.
Additional information regarding the EGM, the Warrantholder
Consent solicitation and the Merger Agreement can be found in the
transaction statement on Schedule 13E-3 and the proxy and consent
solicitation statement attached as Exhibit (a)-(1) thereto, as
amended, filed with the U.S. Securities and Exchange Commission
(the “SEC”), which can be obtained, along with other filings
containing information about the Company, the Merger, the Warrant
Amendment and related matters, without charge, from the SEC’s
website (http://www.sec.gov). In addition, the Company’s proxy and
consent solicitation materials (including the definitive proxy and
consent solicitation statement) will be mailed to the shareholders
and warrantholders of the Company. Requests for additional copies
of the definitive proxy and consent solicitation statement should
be directed to Morrow Sodali LLC, the Company’s proxy solicitor, at
509 Madison Avenue, New York, NY 10022, or by email at
NFH@info.morrowsodali.com.
SHAREHOLDERS, WARRANTHOLDERS AND OTHER INVESTORS OF THE COMPANY
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 TRANSACTIONS AND RELATED MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be “participants” in the solicitation of proxies from its
shareholders with respect to the Merger and related matters and of
consents from its warrantholders with respect to the Warrant
Amendment and related matters. Information regarding the persons or
entities who may be considered “participants” in the solicitation
of proxies or consents is set forth in the Schedule 13E-3
transaction statement relating to the Merger, the Warrant Amendment
and related matters, and the definitive proxy and consent
solicitation statement attached thereto. Further information
regarding persons or entities who may be deemed participants,
including any direct or indirect interests they may have, is also
set forth in the definitive proxy and consent solicitation
statement.
This announcement is for information purposes only and does not
constitute an offer to purchase or the solicitation of an offer to
sell any securities or a solicitation of any proxy, vote or
approval with respect to the proposed transaction or otherwise, nor
shall it be a substitute for any proxy statement, consent
solicitation statement or other filings that have been or will be
made with the SEC.
About New Frontier Health Corporation
New Frontier Health Corporation (NYSE: NFH) is the operator of
United Family Healthcare (UFH), a leading private healthcare
provider offering comprehensive premium healthcare services in
China through a network of private hospitals and affiliated
ambulatory clinics. UFH currently has nine hospitals in operation
or under construction in all four tier 1 cities and selected tier 2
cities. Additional information may be found at www.nfh.com.cn.
Forward-Looking Statements
Certain statements made in this release are “forward looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
When used in this press release, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,”
“propose” and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements. These forward-looking
statements include, without limitation, the possibility that the
Merger will not occur as planned if events arise that result in the
termination of the Merger Agreement, if the expected financing for
the Merger is not available for any reason, or if one or more of
the various closing conditions to the Merger are not satisfied or
waived, and other risks and uncertainties regarding the Merger
Agreement and the Merger discussed in the Schedule 13E-3
transaction statement and the proxy and consent solicitation
statement filed by the Company and certain other filing persons
with the SEC. These forward-looking statements are not guarantees
of future results and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside NFH’s control, that could cause actual results or
outcomes to differ materially from those discussed in the
forward-looking statements. NFH undertakes no obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20211202005978/en/
Investors Arthur, Yue Chen Tel: +86-150-0500-3258 Email:
arthur@new-frontier.com
ICR, LLC William Zima Tel: +1-203-682-8200 Email:
bill.zima@icrinc.com
Media Wenjing Liu Tel: +86-10-5927-7342 Email:
liu.wenjing@ufh.com.cn
New Frontier Health (NYSE:NFH)
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から 11 2023 まで 11 2024
