Message #9 From:
NewsBot Date: November 16, 2006 04:00:00 AM
CMED News China Medical Technologies, Inc. Prices US$125 Million Convertible Senior Subordinated Notes
BEIJING--(BUSINESS WIRE)--China Medical Technologies, Inc. (Nasdaq: CMED) today announced the
pricing of US$125 million principal amount of Convertible Senior
Subordinated Notes due 2011 to qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”). China Medical has granted the initial
purchaser an option to purchase up to an additional US$25 million
principal amount of notes.
The notes will mature on November 15, 2011, and will bear interest at
the rate of 3.5% per year, payable semiannually on May 15 and November
15 of each year, beginning May 15, 2007.
The notes are convertible, at the option of the holder, at any time
prior to the close of business or the business day immediately preceding
the stated maturity date, into China Medical’s
American Depositary Shares, or ADSs, at a conversion rate of 31.0318
ADSs per US$1,000 principal amount of notes, which is equal to a
conversion price of approximately US$32.23 per ADS. Each ADS represents
ten of China Medical’s ordinary shares. Upon
conversion, China Medical may elect to deliver, in lieu of ADSs, cash or
a combination of cash and ADSs.
In connection with the sale of the notes, China Medical will file with
the U.S. Securities and Exchange Commission within 120 days after date
of the original issuance of the notes and use its commercially
reasonable efforts to cause to become effective within 210 days after
the original issuance of the notes, a shelf registration statement with
respect to the resale of the notes and the issuance of restricted ADSs
issuable, if any, upon conversion of the notes.
China Medical will use the net proceeds from the offering to repurchase
approximately US$30 million worth of its ADSs contemporaneously with the
closing of the sale of the notes. China Medical intends to use the
remaining proceeds from the sale of the notes for general corporate
purposes and for the acquisitions of businesses, products and
technologies that it believes will compliment its existing business.
The notes were placed in a private placement transaction pursuant to
Rule 144A under the Securities Act of 1933, have not been registered
under the Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such offering
would be unlawful.
About China Medical
China Medical Technologies is a leading China-based medical device
company that develops, manufactures and markets products using high
intensity focused ultrasound for the treatment of solid cancers and
benign tumors and advanced in-vitro diagnostics products using enhanced
chemiluminescence technology, to detect and monitor various diseases and
disorders. For more information, please visit our website at www.chinameditech.com.
China Medical Forward-Looking Statement
This press release contains forward-looking statements. These statements
constitute “forward-looking”
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, and as defined in the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be
identified by terminology such as “will,”“expects,”“anticipates,”“future,”“intends,”“plans,”“believes,”“estimates” and
similar statements. Among other things, China Medical’s
plan to file a registration statement with the U.S. Securities and
Exchange Commission and its intended use of the remaining proceeds from
this offering contains forward-looking statements. Such statements
involve certain risks and uncertainties that could cause actual results
to differ materially from those in the forward-looking statements.
Further information regarding these and other risks is included in China
Medical’s filings with the U.S. Securities
and Exchange Commission, including its annual report on Form 20-F. China
Medical does not undertake any obligation to update any forward-looking
statement as a result of new information, future events or otherwise,
except as required under applicable law.