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Mindray announces 'extraordinary' general meeting of shareholders to discuss merger with Excelsior Union Limited and Solid Union

Press releases may be edited for formatting or style | January 19, 2016
SHENZHEN, China, Jan. 19, 2016 /PRNewswire/ -- Mindray Medical International Limited ("Mindray" or the "Company", NYSE: MR), a leading developer, manufacturer and marketer of medical devices worldwide, announced today that it has called an extraordinary general meeting of shareholders (the "EGM"), to be held on February 26, 2016 at 11:00 a.m. (Hong Kong time), at the Company's Hong Kong office at FLAT/RM 15-16 BLK 1 11/F, Grand Century, 193 Prince Edward West Road, Mongkok KL, Hong Kong. The meeting is being held to consider and vote on, among other matters, the proposal to authorize and approve the previously announced agreement and plan of merger (the "Merger Agreement") dated as of November 4, 2015 as amended on December 20, 2015, among the Company, Excelsior Union Limited ("Parent") and Solid Union Limited, a wholly owned subsidiary of Parent ("Merger Sub"), the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Annex A to the Merger Agreement (the "Plan of Merger"), and the transactions contemplated thereby, including the Merger (as defined below).

Pursuant to the Merger Agreement and the Plan of Merger, Merger Sub will be merged with and into the Company with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the "Merger"). If completed, the Merger would result in the Company becoming a privately held company and the American depositary shares of the Company (each representing one Class A ordinary share) ("ADSs") no longer being listed on the New York Stock Exchange. In addition, the ADSs and the Company's ordinary shares represented by the ADSs will cease to be registered under Section 12 of the Securities Exchange Act of 1934.

The Company's board of directors, acting upon the unanimous recommendation of the special committee of the Company's board of directors composed entirely of independent directors who are unaffiliated with the buyer group and any of the management members of the Company, approved the Merger Agreement, the Plan of Merger and the transactions contemplated thereby (including the Merger). The board of directors recommends that the Company's shareholders and ADS holders vote FOR, among other things, the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the transactions contemplated thereby (including the Merger).
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Shareholders of record at the close of business in the Cayman Islands on February 12, 2016 will be entitled to attend and vote at the EGM. ADS holders as of the close of business in New York City on January 29, 2016 will be entitled to instruct the Bank of New York Mellon, in its capacity as the ADS depositary, to vote the shares represented by their ADSs at the EGM.

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