The Firm is representing the Special Committee of the Board of Directors of iKang Healthcare Group, Inc. (“iKang”) (NASDAQ: KANG), a major provider in China’s fast-growing private preventive healthcare services market, in connection with a proposed going private transaction by a consortium comprised of affiliates of Yunfeng Capital and Alibaba Group Holding Limited (the “Sponsors”). iKang entered into a definitive merger agreement with IK Healthcare Investment Limited (“IK Healthcare”), a special purpose vehicle wholly owned by one or more affiliates of the Sponsors, and IK Healthcare Merger Limited, a wholly-owned subsidiary of IK Healthcare.
Pursuant to the merger agreement, IK Healthcare will acquire iKang (other than the Rollover Shares, as defined below) for cash consideration of US$41.20 per Class A common share (“Class A Shares”) or Class C common share of iKang (together with the Class A Shares, the “Shares”) or US$20.60 per American depositary share of iKang, each representing one-half of a Class A Share.
Immediately following the consummation of the merger, IK Healthcare will be beneficially owned by the Sponsors, Mr. Lee Ligang Zhang, the chairman of the board of directors and the chief executive officer of the Company, and Mr. Boquan He, the vice chairman of the board of directors of the Company. As of the date of the Merger Agreement, Mr. Lee Ligang Zhang and Mr. Boquan He beneficially owned in the aggregate approximately 25.6% of the outstanding Shares, representing approximately 43.1% of the total voting power of the outstanding Shares, and have agreed with the Sponsors to roll over certain Shares (including Shares represented by ADSs) beneficially owned by them at the consummation of the merger (the “Rollover Shares”).
The merger, which is currently expected to close during the third quarter of 2018, is subject to customary closing conditions, including a condition that the Merger Agreement be authorized and approved by an affirmative vote of shareholders representing at least two-thirds of the Shares present and voting in person or by proxy as a single class at an extraordinary general meeting of iKang’s shareholders. iKang also amended its currently effective shareholder rights plan to render it inapplicable to the merger agreement and the transactions, including the merger.
The Simpson Thacher team leading this transaction includes Katie Sudol, Sandra Kister and Sonya Ho (M&A).