Chindex Medical Limited, Shanghai FOSUN Pharmaceutical (Group) Co., Ltd. (SHSE:600196), Fosun Prudential Investment Fund, a fund of Fosun Capital signed an agreement to acquire 95.6% stake in Alma Lasers, Ltd. from TA Associates Management L.P. and other shareholders for $240 million on April 26, 2013. The final consideration payable is subject to the actual shareholdings transferred to Chindex. Consideration amounting to $22 million will be paid as escrow pursuant to agreement which will be payable to shareholders in cash. The consideration will be satisfied by internal resources and/or bank borrowings. In a related transaction, Chindex Medical and Pramerica-Fosun Fund will contribute $44.4 million, $53.5 million and $50 million respectively through share subscription in Chindex. TA Associates Management L.P. sold its entire 65% stake in Alam Lasers. Alma Lasers reported net profit before taxation of $28.78 million, net profit after taxation of $23.23 million and total assets of $82.78 million for the year ended December 31, 2012. Also, Alma Lasers reported net profits before taxation of $27.39 million, net profits after taxation of $23.85 million for the year ended December 31, 2011. In event of termination after 54 months of closing, Fosun Prudential fund is entitled to issue a notice to Alam Laser shareholders to proceed with the preparation work of the proposed initial public offering.

The transaction is exempted from independent shareholders approvals. The Directorate of Shanghai FOSUN Pharmaceutical (Group) Co., Ltd. approved the transaction on April 26, 2013. Fosun Prudential Investment Fund agreed to guarantee the obligations capped at $50 million under the agreement. Pursuant to the agreement, management members who continue to hold shareholdings after the closing of transaction are entitled to buy-out option which will commence on the third anniversary of the agreement and cease on occurrence of a firm-commitment underwritten initial public offering of the securities of Alma Lasers in a bona fide public offering. The transaction is based on condition that TA Associates and other shareholders will take care of all liabilities arising from the on-going litigation between Alma Lasers and Lumenis Ltd. During the course of transaction, Fosun Pharma will subscribe to 9.5 million Chindex shares raising its stake to 70%. The closing of transaction will be no later than the third business day after the satisfaction or waiver of all the conditions. Also, on completion of transaction, the existing and the newly joined management members of Alma Lasers will be granted 0.1 million share options.

Thierry Monjauze, Julien Darmon, Francois Morin and Alex Murrill of Harris Williams & Co. Ltd. acted as financial advisors for Alma Lasers, Ltd. Kirsten Girnth, Michael Holzhaeuser, Sheng Wu, Yang Du, Stacy Taylor, Matt Hierholzer, Stacy Paz, Lily Kim, David Lisi, Paolo Morante, William Hoffman, Mark Boxer, Nancy Kawano, Heng Loong Cheong and Semin O of DLA Piper LLP acted as legal advisors for Fosun International, parent company of Chindex Medical Limited. Chaim Friedland, Gil Grady, Dubi Gross, Avner Finkelshtein, Gilad Lubinsky, Michael Ayalon, Mirit Ber-Hoffman, Yehonatan Raff, Joanna Yanowsky and Yoav Meer of Gornitzky & Co. acted as the legal advisor for Fosun International, parent of Shanghai Fosun Pharmaceuticals (Group) Co. Ltd. and Chindex Medical Ltd., and its private equity fund, Pramerica-Fosun China Opportunity Fund. Hanan Haviv, Yuval Navot and Shachar Porat of Herzog Fox Neeman acted as the legal advisor for Alma Lasers, Ltd.

Chindex Medical Limited, Shanghai FOSUN Pharmaceutical (Group) Co., Ltd. (SHSE:600196), Fosun Prudential Investment Fund, a fund of Fosun Capital completed the acquisition of 95.2% stake in Alma Lasers, Ltd. from TA Associates Management L.P. and other shareholders for approximately $220 million in cash on May 27, 2013.