China Medical Technologies, Inc. Prices US$125 Million Convertible Senior Subordinated Notes.BEIJING -- China Medical Technologies, Inc. (Nasdaq: CMED CMED Coordinated Medical Emergency Direction CMED Central Massachusetts Emergency Dispatch ) today announced the pricing of US$125 million principal amount of Convertible Senior Subordinated Notes due 2011 to qualified institutional buyers In law, a Qualified Institutional Buyer is a purchaser of securities that is financially sophisticated and is legally recognized by security market regulators to need less protection from sellers than most members of the public. pursuant to Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. under the Securities Act of 1933, as amended (the "Securities Act"). China Medical has granted the initial purchaser an option to purchase up to an additional US$25 million principal amount of notes. The notes will mature on November 15, 2011, and will bear interest at the rate of 3.5% per year, payable semiannually on May 15 and November 15 of each year, beginning May 15, 2007. The notes are convertible, at the option of the holder, at any time prior to the close of business or the business day immediately preceding the stated maturity Stated maturity For the CMO tranche, the date the last payment would occur at zero CPR. date, into China Medical's American Depositary Shares American Depositary Share (ADS) Foreign stock issued in the US and registered in the ADR system. , or ADSs, at a conversion rate of 31.0318 ADSs per US$1,000 principal amount of notes, which is equal to a conversion price of approximately US$32.23 per ADS. Each ADS represents ten of China Medical's ordinary shares. Upon conversion, China Medical may elect to deliver, in lieu of ADSs, cash or a combination of cash and ADSs. In connection with the sale of the notes, China Medical will file with the U.S. Securities and Exchange Commission within 120 days after date of the original issuance of the notes and use its commercially reasonable efforts to cause to become effective within 210 days after the original issuance of the notes, a shelf registration statement with respect to the resale of the notes and the issuance of restricted ADSs issuable, if any, upon conversion of the notes. China Medical will use the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). from the offering to repurchase approximately US$30 million worth of its ADSs contemporaneously with the closing of the sale of the notes. China Medical intends to use the remaining proceeds from the sale of the notes for general corporate purposes and for the acquisitions of businesses, products and technologies that it believes will compliment its existing business. The notes were placed in a private placement transaction pursuant to Rule 144A under the Securities Act of 1933, have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. About China Medical China Medical Technologies is a leading China-based medical device company that develops, manufactures and markets products using high intensity focused ultrasound HIFU (high intensity focused ultrasound) (sometimes FUS or HIFUS) is a highly precise medical procedure using high-intensity focused ultrasound to heat and destroy pathogenic tissue rapidly. for the treatment of solid cancers and benign tumors and advanced in-vitro diagnostics products using enhanced chemiluminescence chemiluminescence /chemi·lu·mi·nes·cence/ (kem?i-loo?mi-nes´ens) luminescence produced by direct transformation of chemical energy into light energy. technology, to detect and monitor various diseases and disorders. For more information, please visit our website at www.chinameditech.com. China Medical Forward-Looking Statement forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This press release contains forward-looking statements. These statements constitute "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 The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Among other things, China Medical's plan to file a registration statement with the U.S. Securities and Exchange Commission and its intended use of the remaining proceeds from this offering contains forward-looking statements. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Further information regarding these and other risks is included in China Medical's filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F. China Medical does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law. |
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