WuXi PharmaTech announces shareholders' approval of Merger Agreement
Wednesday, November 25, 2015
WuXi PharmaTech Inc., 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 at an extraordinary general meeting of shareholders held today, the Company's shareholders voted in favor of the proposal to authorize and approve the previously announced agreement and plan of merger (the "Merger Agreement") dated as of August 14, 2015 and amended on October 20, 2015 and November 20, 2015, with New WuXi Life Science Limited ("Parent") and WuXi Merger Limited, a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"), and to authorize and approve any and all transactions contemplated by the Merger Agreement, including the Merger.
A total of 426,965,520 ordinary shares (including ordinary shares represented by the Company's American depositary shares, or "ADSs", each of which represents eight ordinary shares) were voted in person or by proxy at today's extraordinary general meeting, representing approximately 75.17% of the Company's total outstanding ordinary shares entitled to vote at the extraordinary general meeting. Of those ordinary shares, approximately 97.49% were voted in favor of the proposal to authorize and approve the Merger Agreement and any and all transactions contemplated by the Merger Agreement, including the Merger. The proposal to adopt the Merger Agreement was also approved by 97.33% of ordinary shares present and voting in person or by proxy at the extraordinary general meeting and held by holders that are unaffiliated with the buyer group, satisfying the "majority of the minority" voting requirement set forth in the Merger Agreement.
The parties currently expect to complete the Merger next month, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. If and when completed, the Merger would result in the Company becoming a privately held company, and its ADSs would no longer be listed on the New York Stock Exchange. In addition, the ADSs and the Company's ordinary shares represented by the ADSs will cease to be registered under Section 12 of the Securities Exchange Act of 1934.
ir.wuxipharmatech.com
