药明康德私有化最后阶段 新公司架构抢先看

  无锡药明康德（Wuxi PharmaTech）公司周五表示，他们目前已经进入了私有化合并的最终协议，计划合并无锡新生命科学有限公司（母公司）形成一个新的合并公司，合并后的公司将成为一个资产全部属于母公司的子公司。
  按照合并协议，无锡新生命科学有限公司将以每股现金等于5.75美元的股票及每股46美元的美国存托股对该公司进行收购，最终或将以33亿美元的总额完成这次合并；这代表着将高于该公司4月29日每存托股39.5美元收盘价的16.5%完成这次合并，在药明康德发布声明的的最后一个交易日还收到了一份私有化的提案。
  目前该公司董事会一致通过了这项合并协议，并且决定建立一项股东授权批准这项合并协议；最终这项私有化合并交易预计将在今年第四季度完成。
  完成协议规定的合并事项后，无锡新生命科学有限公司将会被以下公司组成所拥有而获益，这些公司包括：1）新的投资者中包括基金管理或咨询公司及其子公司，比如Ally Bridge Group Capital Partners、博裕投资(Boyu Capital)、淡马锡控股及平安保险；2）Hillhouse管理（高瓴资本）公司，该公司同Ally Bridge Group、博裕投资淡马锡控股、平安保险及额外的发起人将被认定为买家集团；3）公司的创始人和高管将对当前公司以及合并后的公司进行管理，其中包括：董事长兼首席执行官李革、执行副总裁兼董事刘晓钟、业务高级副总裁兼国内市场部主管张朝晖、业务高级副总裁赵宁。
  截至到合并协议之时，高瓴资本及其他股东将会因拥有大约4.5%的发行和流通股票而获益。
  关于药明康德公司：
  药明康德新药开发有限公司于2000年12月成立，是全球领先的制药、生物技术以及医疗器械研发开放式能力和技术平台公司，在中美两国均有运营实体。作为一家以研究为首任，以客户为中心的公司，药明康德向全球制药公司、生物技术公司以及医疗器械公司提供一系列全方位的实验室研发、研究生产服务，服务范围贯穿从药物发现到推向市场的全过程。药明康德的服务旨在通过高性价比、高效率的研发服务帮助全球客户缩短药物及医疗器械研发周期、降低研发成本。（转化医学网360zhyx.com）
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Wuxi Pharmatech Enters Into Definitive Merger Agreement

WuXi PharmaTech (Cayman) Inc. ("WuXi" or the "Company") (NYSE: WX), a leading open-access R&D capability and technology platform company serving the pharmaceutical, biotechnology, and medical device industries with operations in China and the United States, today announced that it has entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with New WuXi Life Science Limited ("Parent") and WuXi Merger Limited ("Merger Sub"), a wholly owned subsidiary of Parent.

Pursuant to the Merger Agreement, Parent will acquire the Company for cash consideration equal to US$5.75 per ordinary share of the Company (each, a "Share") and US$46 per American Depositary Share of the Company, each representing eight Shares (each, an "ADS"), or approximately US$3.3 billion in aggregate cash consideration. This represents a 16.5% premium over the closing price of US$39.50 per ADS as quoted by the New York Stock Exchange (the "NYSE") on April 29, 2015, and a premium of 18.9% and 20.1%, respectively, over the Company's 30- and 60- trading day volume-weighted average price as quoted by the NYSE prior to April 29, 2015, the last trading day prior to the Company's announcement on April 30, 2015 that it had received a non-binding "going private" proposal.

Immediately following the consummation of the transactions contemplated by the Merger Agreement, Parent will be beneficially owned by a consortium (the "Buyer Group") comprised of:

(i) new investors which include affiliates of or funds managed or advised by Ally Bridge Group
Capital Partners ("Ally Bridge"), Boyu Capital ("Boyu Capital"), Temasek Life Sciences
Private Limited ("Temasek") and Ping An Insurance ("Ping An");

(ii) Hillhouse Fund II, L.P. ("Hillhouse", and together with Ally Bridge, Boyu Capital, Temasek,
Ping An and additional sponsors that may be admitted to the Buyer Group, the
"Sponsors"), an existing shareholder of the Company and an affiliate of Hillhouse Capital;
and

(iii) the following founders and executive officers of the Company who have elected to roll-over
their interest in the Company in connection with the Merger (together with entities through
which such individuals own their Shares (including Shares represented by ADSs) (the
"Founders")): Dr. Ge Li, the chairman and chief executive officer, Mr. Xiaozhong Liu, an
executive vice president and a director, Mr. Zhaohui Zhang, a senior vice president of
operations, the head of domestic marketing and a director, and Dr. Ning Zhao, a senior vice
president of operations, the head of corporate human resources and a director.

As of the date of the Merger Agreement, Hillhouse and the Founders (together, the "Rollover Shareholders") beneficially own in aggregate approximately 4.5% of the issued and outstanding Shares.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"), and each of the Shares issued and outstanding immediately prior to the effective time of the Merger (including Shares represented by ADSs) will be cancelled in consideration for the right to receive US$5.75 per Share or US$46.00 per ADS, in each case, in cash, without interest and net of any applicable withholding taxes, except for (i) Shares (including Shares represented by ADSs) held immediately prior to the effective time of the Merger by the Rollover Shareholders, Parent, the Company (or any of Parent or the Company's respective subsidiaries) or by the Company's ADS depositary and reserved for future issuance under the Company's stock option plan, which Shares will be cancelled without payment of any consideration or distribution therefor, and (ii) Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which Shares will be cancelled at the effective time of the Merger for the right to receive the fair value of such Shares determined in accordance with the provisions of Section 238 of the Companies Law of the Cayman Islands.

The Buyer Group intends to fund the Merger through a combination of (i) cash contributions from the Sponsors and the Rollover Shareholders pursuant to equity commitment letters, and (ii) the proceeds from committed and underwritten loan facilities contemplated by debt commitment letters, each dated August 14, 2015, pursuant to which Shanghai Pudong Development Bank Co., Ltd. and Ping An Bank Co., Ltd. have agreed as underwriters and mandated lead arrangers to underwrite and arrange an aggregate of US$1.1 billion in debt financing for the Merger, subject to certain conditions.

The Company's board of directors, acting upon the unanimous recommendation of the special committee formed by the board of directors (the "Special Committee"), unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and resolved to recommend that the Company's shareholders authorize and approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. The Special Committee, which is composed solely of independent directors of the Company who are unaffiliated with Parent, Merger Sub or any member of the Buyer Group or management of the Company, exclusively negotiated the terms of the Merger Agreement with the Buyer Group with the assistance of its independent financial and legal advisors.

The Merger, which is currently expected to close during the fourth quarter of 2015, is subject to shareholder approval as well as certain other customary closing conditions. Pursuant to the Merger Agreement, adoption of the Merger Agreement by the Company's shareholders requires both (i) a special resolution in accordance with Cayman Islands law by the affirmative vote of holders of Shares representing at least two-thirds of the Shares present and voting in person or by proxy as a single class at a meeting of the Company's shareholder, and (ii) an affirmative vote of holders of a majority of the Shares that are unaffiliated with Parent, the Founders or the Sponsors and present and voting in person or by proxy as a single class at a meeting of the Company's shareholders.

Pursuant to a support agreement among the Rollover Shareholders and Parent, the Rollover Shareholders have agreed to vote all their Shares and ADSs in favor of the authorization and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. If completed, the Merger will result in the Company becoming a privately-held company and ADSs will no longer be listed on the NYSE......