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Chindex International, Inc. Adopts Stockholder Rights Plan

2007-06-05 21:26 819

BETHESDA, Md., June 5 /Xinhua-PRNewswire/ -- Chindex International, Inc.

(Nasdaq: CHDX) announced today that its Board of Directors has adopted a

Stockholder Rights Plan through the adoption of a Rights Agreement.

The Rights Agreement is designed to preserve long-term values and protect

stockholders against unfair tactics to acquire control of the Company. It has

not been adopted in response to any major purchase of CHDX common stock, and

the Company is not aware of any such major purchases. Rather, the Board of

Directors has adopted the Rights Plan at this time in order to safeguard the

interests of the Company's stockholders.

In connection with the adoption of the Rights Plan, the Board of Directors

has declared a dividend distribution of one Right for each outstanding share

of CHDX common stock, regardless of class, payable to stockholders of record

at the close of business on June 14, 2007. The new Rights will expire on June

14, 2017.

Each Right entitles stockholders to purchase from the Company one one-

hundredth of a share of junior participating preferred stock at an exercise

price of $58. The Rights will become exercisable only if a person or group,

other than certain current control persons, acquires 15% or more of CHDX's

common stock (an "Acquiring Person"), or commences a tender or exchange offer

which, if consummated would result in the person or group becoming an

Acquiring Person. Prior to that time, the Rights will not trade separately

from the common stock.

If a person or group becomes an Acquiring Person, each Right will then

entitle all other stockholders to purchase, by payment of the exercise price,

CHDX common stock (or a common stock equivalent) with a value of twice the

exercise price. In addition, at any time after a person or group becomes an

Acquiring Person and prior to the acquisition by such Acquiring Person of 50%

or more of the outstanding common stock, the Board of Directors may, at its

option, require each outstanding Right (other than Rights held by the

Acquiring Person) to be exchanged for one share of CHDX common stock (or one

common stock equivalent).

If a person or group becomes an Acquiring Person and the Company is

acquired in a merger or other business combination or sells more than 50% of

its assets or earning power, each Right will entitle all other holders to

purchase, by payment of the $58 exercise price, common stock of the acquiring

company with a value of twice the exercise price.

The Company may redeem the Rights at $.01 per Right at any time prior to

the time that any person or group becomes an Acquiring Person.

Details of the adoption of the Rights Plan will be outlined in the Company's

Form 8-A filing with the SEC and in a letter that will be mailed to all

stockholders.

About Chindex International, Inc.

Chindex is an American healthcare company that provides healthcare

services and supplies medical capital equipment, instrumentation and products

to the Chinese marketplace, including Hong Kong. It provides healthcare

services through the operations of its United Family Hospitals and Clinics, a

network of private primary care hospitals and affiliated ambulatory clinics in

China. The Company's hospital network currently operates in the Beijing and

Shanghai metropolitan areas. The Company sells medical products manufactured

by various major multinational companies, including Siemens AG, which is the

Company's exclusive distribution partner for the sale and servicing of color

Doppler ultrasound systems. It also arranges financing packages for the

supply of medical products to hospitals in China utilizing the export loan and

loan guarantee programs of both the U.S. Export-Import Bank and the German KfW

Development Bank. With twenty-six years of experience, over 1,000 employees,

and operations in China, Hong Kong, the United States and Germany, the

Company's strategy is to expand its cross-cultural reach by providing leading

edge healthcare technologies, quality products and services to Greater China's

professional communities. Additional information regarding Chindex

International, Inc. may be obtained by visiting the Company's web site at

http://www.chindex.com.

Forward Looking Information

"Safe Harbor" Statement under the Private Securities Litigation Reform Act

of 1995: Statements in this Press Release relating to plans, strategies,

economic performance and trends, projections of results of specific activities

or investments and other statements that are not descriptions of historical

facts may be forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of

1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking

information is inherently subject to risks and uncertainties, and actual

results could differ materially from those currently anticipated due to a

number of factors, which include, but are not limited to, risk factors

discussed in the Company's Annual Report on Form 10-K and in other documents

filed by the Company with the Securities and Exchange Commission from time to

time. Forward-looking statements may be identified by terms such as "may",

"will", "should", "could", "expects", "plans", "intends", "anticipates",

"believes", "estimates", "predicts", "forecasts", "potential" or "continue" or

similar terms or the negative of these terms. Although we believe that the

expectations reflected in the forward-looking statements are reasonable, we

cannot guarantee future results, levels of activity, performance or

achievements. The Company has no obligation to update these forward-looking

statements.

Contact: Lawrence Pemble

Judy Zakreski

Chindex International, Inc.

(301) 215-7777

Source: Chindex International, Inc
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