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
