Chindex International Announces $13.5 Million Private Placement of Common Stock.Business Editors/Health/Medical Writers BETHESDA, Md.--(BUSINESS WIRE)--March 29, 2004 Chindex International, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :CHDX), the leading independent American provider of Western healthcare products distribution and healthcare services in the People's Republic People's Republic n. A political organization founded and controlled by a national Communist party. of China, today announced that it has entered into definitive agreements with institutional accredited investors Accredited Investor A term used by the Securities and Exchange Commission (SEC) under Regulation D to refer to investors who are financially sophisticated and have a reduced need for the protection provided by certain government filings. Also known as "qualified purchaser". with respect to the sale of 1.5 million shares of its common stock, together with warrants to purchase an additional 300,000 shares of its common stock, for an aggregate purchase price of $13.5 million. The warrants have an exercise price of $12.00 per share and a five-year term from the date of issuance. The financing will be used to further Chindex's ongoing growth plans in all its operating divisions. These include the building of its third United Family hospital venture, introduction of new Chindex-owned, branded personal care products to the retail pharmacy channels and continued expansion of medical device distribution to mid-level market segments of the Chinese hospital industry. Oppenheimer & Co. Inc. acted as the placement agent for the transaction. Roberta Lipson, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. commented from Beijing: "This financing will allow us to accelerate investment in our business platforms in order to continue growth across all divisions. Each of the sectors of Chinese healthcare and health-related industries in which we are active presents a significant market opportunity for Chindex." The financing has been approved by Chindex's board of directors and by a majority vote of its stockholders. The securities issuable in the financing are being issued to institutional accredited investors in a private placement exempt from the registration requirements of the Securities Act of 1933 and may not be resold unless there is either an effective registration statement under, or a valid exemption from the registration requirements of, such Act. Under NASD NASD See: National Association of Securities Dealers NASD See National Association of Securities Dealers (NASD). Marketplace Rule 4350(i)(1)(D)(ii), stockholder approval is required for issuances of securities in an amount equal to or greater than 20% of Chindex's outstanding common stock for a purchase price of less than the greater of book or market value. Chindex has obtained stockholder approval for the transaction, in accordance with the rules and regulations promulgated prom·ul·gate tr.v. prom·ul·gat·ed, prom·ul·gat·ing, prom·ul·gates 1. To make known (a decree, for example) by public declaration; announce officially. See Synonyms at announce. 2. under the Securities and Exchange Act of 1934, which approval will become effective 21 days after Chindex mails an information statement to its stockholders disclosing that it has obtained stockholder approval for the private placement. In order to comply with Rule 4350(i)(1)(D)(ii), the private placement will be completed in two closings. In the first closing, Chindex will issue 600,000 shares of common stock and warrants to purchase 120,000 shares of common stock for an aggregate purchase price of $5.4 million. The first closing does not require stockholder approval and is expected to occur on or about March 31, 2004, subject to satisfaction of certain closing conditions. The second closing is expected to occur promptly following the effective date of the stockholder approval described above, which is expected to be no earlier than April 27, 2004. At the second closing, Chindex will issue the remaining 900,000 shares of common stock and warrants to purchase 180,000 shares of common stock for a purchase price of $8.1 million. Chindex is a leading American company in healthcare in the Greater Chinese marketplace including Hong Kong Hong Kong (hŏng kŏng), Mandarin Xianggang, special administrative region of China, formerly a British crown colony (2005 est. pop. 6,899,000), land area 422 sq mi (1,092 sq km), adjacent to Guangdong prov. . It provides representative and distribution services to a number of major multinational companies including Siemens AG Siemens AG German electrical-equipment manufacturer. The first Siemens company, Siemens & Halske, was founded in Berlin in 1847 to build telegraph installations. (diagnostic color ultrasound ultrasound or sonography, in medicine, technique that uses sound waves to study and treat hard-to-reach body areas. In scanning with ultrasound, high-frequency sound waves are transmitted to the area of interest and the returning echoes recorded scanners under the Acuson and Siemens brand names), Becton-Dickinson (including vascular access vascular access Clinical medicine The ability to enter the vascular system; the ease with which the vascular system can be entered for administering therapy or obtaining blood for testing , infusion and critical care systems), Johnson & Johnson (clinical chemistry analyzers), and Guidant (interventional cardiology interventional cardiology Cardiology The subspecialty of cardiology dedicated to the diagnosis, medical and mechanical therapy, pre- and post-procedure management of adult patients with acute and chronic forms of cardiovascular disease amenable to catheter-based products including stents, balloon catheters balloon catheter n. A catheter with an inflatable balloon at its tip, used especially to expand a partially obstructed blood vessel or bodily passage and to measure blood pressure in a blood vessel. Also called balloon-tip catheter. and guide wires). Its distribution channels to the retail pharmacy industry in China have been developed through a relationship with a major multinational cosmetics manufacturer. It also provides healthcare services through the operations of its private hospital corporation in China. With twenty-two years of experience, over 600 employees, and operations 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. , China and Hong Kong, Chindex's strategy is to expand its cross-cultural reach by providing leading edge technologies, quality products and services to Greater China's professional communities. Further company information may be found at Chindex's websites, www.chindex.com and www.unitedfamilyhospitals.com. The statements in this press release that relate to future plans, events or performance are forward-looking statements 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. that involve risks and uncertainties, including risks associated with uncertainties pertaining per·tain intr.v. per·tained, per·tain·ing, per·tains 1. To have reference; relate: evidence that pertains to the accident. 2. to the Company's (i) performance goals, including successful conclusion of efforts to secure government-backed financing on behalf of customers, (ii) future events and earnings, including revenues from the Company's developmental businesses such as healthcare services, (iii) markets, including growth in demand in China for the Company's products and services, (iv) proposed new operations, including expansion of its healthcare services business, and the uncertainty of financing therefore (v) the impact of the SARS epidemic, including the recovery of delayed or reduced sales, (vi) the timing of the opening of new hospital facilities, and (vii) the availability of loan funds. Actual results, events and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. |
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