Zhongpin Announces Completion of Merger
BEIJING and CHANGGE, China, June 27, 2013
BEIJING and CHANGGE,China, June 27, 2013 /PRNewswire/ -- Zhongpin Inc.
("Zhongpin" or the "Company," Nasdaq: HOGS), a leading meat and food
processing company in the People's Republic of China, today announced the
completion of the merger (the "Merger") contemplated by the previously
announced Amended and Restated Agreement and Plan of Merger, dated as of
February 8, 2013 (the "Merger Agreement"), by and among Golden Bridge Holdings
Limited ("Parent"), Golden Bridge Merger Sub Limited (the "Merger Sub"), Mr.
Xianfu Zhu and the Company. As a result, the Company became a wholly-owned
subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by the Company's
stockholders at a special meeting held on June 27, 2013, each share of Company
common stock has been cancelled and converted into the right to receive $13.50
in cash, without interest and less any applicable withholding taxes (the
"Merger Consideration"), except for (a) shares of common stock owned by the
Company as treasury stock and shares owned by Parent or Merger Sub and their
affiliates, including shares contributed to Parent by Mr. Xianfu Zhu, Mr.
Baoke Ben, Mr. Chaoyang Liu, Mr. Qinghe Wang, Mr. Shuichi Si and Ms. Juanjuan
Wang (the "Rollover Investors"), all of which shares of common stock have been
cancelled without the right to receive any consideration thereon, and (b)
shares of common stock owned by stockholders who have exercised, perfected and
not withdrawn a demand for or lost the right to, appraisal rights under the
Delaware General Corporation Law ("DGCL"), which shares of common stock have
been cancelled and have entitled the former holders thereof to receive the
appraised value thereon in accordance with such holder's appraisal rights
under the DGCL.
Stockholders of record as of the effective time of the Merger who are entitled
to the Merger Consideration will receive a letter of transmittal and
instructions on how to surrender their share certificates in exchange for the
merger consideration. Stockholders should wait to receive the letter of
transmittal before surrendering their share certificates.
Cowen and Company (Asia) Limited and Duff & Phelps Securities, LLC are serving
as independent financial advisors to the Special Committee of the Company's
Board of Directors. Akin Gump Strauss Hauer & Feld LLP is serving as United
States legal advisor to the Special Committee of the Company's Board of
Directors, and O'Melveny & Myers LLP is serving as United States legal advisor
to the Company. Skadden, Arps, Slate, Meagher & Flom LLP is serving as United
States legal advisor to the buyer group. Credit Suisse is serving as financial
advisor to the buyer group. Paul Hastings Janofsky and Walker LLP is serving
as legal advisor to Cowen and Company (Asia) Limited, and Winston Strawn LLP
is serving as legal advisor to Duff & Phelps Securities, LLC.
About Zhongpin Inc.
Zhongpin Inc. is a leading meat and food processing company that specializes
in pork and pork products, vegetables, and fruits in China. Its distribution
network in China covers 20 provinces plus Beijing, Shanghai, Tianjin, and
Chongqing and includes 3,502 retail outlets as of March 31, 2013. Zhongpin's
export markets include Europe, Hong Kong, and other countries in Asia.
For more information about Zhongpin, please visit Zhongpin's website at
Cautionary Note Regarding Forward-Looking Statements
This document may include certain statements that are not descriptions of
historical facts, but are forward-looking statements. Such statements include,
among others, those concerning expected benefits and costs of the proposed
Merger; management plans relating to the Merger; as well as all assumptions,
expectations, predictions, intentions or beliefs about future events.
Forward-looking statements can generally be identified by the use of
forward-looking terminology such as "will," "should," "may," "believes,"
"expects" or similar expressions. All of such assumptions are inherently
subject to uncertainties and contingencies beyond the Company's control and
based upon premises with respect to future business decisions, which are
subject to change. The Company assumes no obligation to update any such
For more information, please contact:
Mr. Sterling Song (English and Chinese)
Director of Investor Relations
Telephone +86 10 8455 4188 extension 106 in Beijing
Mr. Warren (Feng) Wang (English and Chinese)
Chief Financial Officer
Telephone +86 10 8455 4388 in Beijing
Mr. Victor Kuo (English and Chinese)
Telephone +86 10 5826 4939 in Beijing
Mr. Tom Myers (English)
Mobile +86 139 1141 3520 in Beijing
SOURCE Zhongpin Inc.
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