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Yunkang Group Limited — M&A Activity 2011
Aug 1, 2011
50524_rns_2011-08-01_22fc0c00-cc17-4e73-823a-267fe716c98c.pdf
M&A Activity
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement does not constitute an offer or an invitation to induce an offer by any person to acquire, subscribe for or purchase any securities.
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( Incorporated in Hong Kong with limited liability ) (Stock Code: 0992)
DISCLOSEABLE TRANSACTION IN RELATION TO:
(i) ACQUISITION OF THE SALE SHARES IN MEDION AG (ii) AN OPTION AGREEMENT IN RELATION TO THE OPTION SHARES IN MEDION AG
(iii) A SHAREHOLDERS’ AGREEMENT
(iv) A GENERAL OFFER FOR THE ENTIRE ISSUED SHARES OF MEDION AG AND
(v) A BUSINESS COMBINATION AGREEMENT
COMPLETION OF THE SHARE PURCHASE AGREEMENT
Reference is made to the announcements issued by Lenovo Group Limited (the “ Company ”) dated 1 June 2011 and 27 July 2011 (the “ Announcements ”). Terms defined in the Announcements shall have the same meanings when used herein, unless the context requires otherwise.
The Board is pleased to announce that the SPA Closing took place on 29 July 2011.
As at the date of this announcement, the Company (through the Bidco) owns approximately 51.89% of the issued share capital of Medion. The Company has issued 57,560,318 ordinary shares in the share capital of the Company (the “ Shares ”) to the Seller on the SPA Closing Date under the general mandate pursuant to the resolution passed at the annual general meeting of the Company held on 22 July 2011. Another 57,560,317 Shares are held back by the Company as security for any potential damages and are expected to be issued to the Seller as deferred purchase price within an 18-month period after the SPA Closing.
As mentioned in the Announcements, the cash portion of the Total Purchase Price will be adjusted to EUR179,448,748.90 to reflect the difference between the issue price of HK$4.48 and the closing price of the Shares on the SPA Closing Date of HK$4.95.
By order of the Board Liu Chuanzhi Chairman
Hong Kong, 29 July, 2011
As at the date hereof, the executive director is Mr. Yang Yuanqing; the non-executive directors are Mr. Liu Chuanzhi, Mr. Zhu Linan, Ms. Ma Xuezheng, Mr. James G. Coulter, Mr. William O. Grabe and Dr. Wu Yibing; and the independent non-executive directors are Professor Woo Chia-Wei, Mr. Ting Lee Sen, Dr. Tian Suning and Mr. Nicholas C. Allen.