separate prospectus supplement and
accompanying prospectus. The ADS purchasers will receive all of the
proceeds from the sale of the purchased ADSs in the ADS offering. The
Company will not receive any proceeds from the sale of the purchased ADSs
in the ADS offering. The sale of the purchased ADSs is intended to
facilitate privately negotiated transactions or short sales by which
investors in the notes will hedge their investment in the notes. The
closing of the notes offering is contingent upon the closing of the
concurrent offering of purchased ADSs that will be initially offered at a
fixed price, and the closing of the concurrent offering of purchased ADSs
that will be initially offered at a fixed price is contingent upon the
closing of the notes offering.
While the ordinary shares underlying the purchased ADSs will be
considered issued and outstanding for purposes of Cayman Islands Companies
Law, the Company believes that under U.S. GAAP currently in effect, the
purchased ADSs will not be considered outstanding for the purpose of
computing earnings per ADS because, pursuant to the ADS issuance and
repurchase agreements, among other things, upon conversion, repurchase or
payment at maturity of all of the notes, the ADS purchasers will be
obligated to deliver to the Company a number of ADSs equal to the number of
purchased ADSs, unless earlier delivered pursuant to the ADS issuance and
repurchase agreements.
Credit Suisse Securities (USA) LLC and Morgan Stanley & Co.
Incorporated will act as underwriters for the notes offering and the ADS
offering.
The notes offering and the ADS offering will be made under the
Company's shelf registration statement filed with the Securities and
Exchange Commission on August 11, 2008. This press release does not
constitute an offer to sell, or the solicitation of an offer to buy,
securities, and does not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale woul
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SOURCE China Medical Technologies, Inc. Copyright©2008 PR Newswire. All rights reserved | |
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