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Bethesda, Maryland -
March 29, 2004 - Chindex International, Inc. (NASDAQ:CHDX), the
leading independent American provider of Western healthcare products
distribution and healthcare services in the People's Republic of China,
today announced that it has entered into definitive agreements with
institutional accredited investors 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 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 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 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. It provides representative and distribution services to
a number of major multinational companies including Siemens AG (diagnostic
color ultrasound scanners under the Acuson and Siemens brand names),
Becton-Dickinson (including vascular access, infusion and critical
care systems), Johnson & Johnson (clinical chemistry analyzers),
and Guidant (interventional cardiology products including stents,
balloon catheters 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, 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 that involve risks and uncertainties, including
risks associated with uncertainties pertaining 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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