Zhongpin Inc. Enters Into Amended and Restated Merger Agreement
with Golden Bridge Holdings Limited, Golden Bridge Merger Sub
Limited and Mr. Xianfu Zhu
BEIJING and CHANGGE,
China, Feb.
8, 2013 /PRNewswire/ -- Zhongpin Inc. (Nasdaq: HOGS)
("Zhongpin", the "Company", "we", "us" and "our"), a leading meat
and food processing company in the
People's Republic of China, today announced that the terms
of the previously announced definitive agreement and plan of merger
by and among Golden Bridge Holdings Limited, a Cayman Islands exempted company ("Parent"),
Golden Bridge Merger Sub Limited, a Delaware corporation and wholly owned
subsidiary of Parent ("Merger Sub") and Mr. Xianfu Zhu, the Company's Chairman and Chief
Executive Officer, dated as of November 26,
2012 and amended on January 14,
2013, have been amended and restated.
The amended and restated agreement and plan of merger (the
"Amended Merger Agreement") provides that each share of the
Company's common stock issued and outstanding immediately prior to
the effective time of the merger will be converted into the right
to receive $13.50 in cash without
interest, except for shares owned by (i) Parent or Merger Sub, (ii)
Mr. Xianfu Zhu, Mr. Baoke Ben, Mr.
Chaoyang Liu, Mr. Qinghe Wang, Mr. Shuichi
Si and Ms. Juanjuan Wang
(collectively, the "Rollover Holders"), who are party to an equity
contribution agreement pursuant to which they have agreed to
contribute their shares of Company common stock to Parent
immediately prior to the effective time of the merger, (iii) the
Company or any direct or indirect wholly-owned subsidiary of the
Company or (iv) stockholders who have properly exercised and
perfected appraisal rights under Delaware law. The Amended Merger Agreement
amends and restates the original agreement and plan of merger to,
among other things: (i) remove the provisions allowing the Company
to initiate, solicit and encourage, whether publicly or otherwise,
any alternative transaction proposals from third parties (i.e., the
"go-shop" provision); (ii) remove the right of the Company to
terminate the merger agreement at any time for any reason (and
without payment of any termination fees) on or prior to
February 8, 2013; and (iii) reduce
the amount of the termination fee payable by the Company in
specified circumstances.
Parent and Merger Sub intend to finance the merger through a
combination of an equity commitment of $85
million by China Wealth Growth Fund I L.P. and a
$320,000,000 term loan facility from
China Development Bank Corporation Hong Kong Branch.
The Company's Board of Directors, acting upon the unanimous
recommendation of the Special Committee formed by the Board of
Directors, approved the Amended Merger Agreement and resolved to
recommend that the Company's stockholders vote to adopt the Amended
Merger Agreement. The Special Committee, which is composed solely
of independent directors unrelated to any of Parent, Merger Sub or
any of the management members of the Company, negotiated the terms
of the Amended Merger Agreement.
The merger, which is currently expected to close in the second
quarter of 2013, is subject to the adoption of the Amended Merger
Agreement by an affirmative vote of (i) stockholders holding at
least a majority of the outstanding shares of Company common stock
and (ii) stockholders holdings at least a majority of the
outstanding shares of the Company's common stock other than shares
owned by Parent, Merger Sub, the Rollover Holders or any of their
respective affiliates at a special meeting of the Company's
stockholders which will be convened to consider the adoption of the
Amended Merger Agreement, as well as certain other customary
closing conditions. The Amended Merger Agreement may be terminated
under certain circumstances, including, among others, termination
by mutual agreement of the parties or by either party if the merger
is not consummated on or before November
26, 2013. Mr. Xianfu
Zhu and the other Rollover Holders have agreed under a
voting agreement to vote all of the shares of Company common stock
owned by them (which, as of the date of the Amended Merger
Agreement, comprises an aggregate of approximately 26% of the
outstanding shares of the Company's common stock) in favor of the
adoption of the Amended Merger Agreement. If completed, the merger
will, under Delaware law, result
in the Company becoming a privately-held company, wholly-owned by
Parent. Following the merger, the Company's common stock will no
longer be listed on the NASDAQ Global Select Market.
Cowen and Company (Asia)
Limited and Duff & Phelps Securities, LLC are serving as
independent financial advisors to the Special Committee. Akin Gump
Strauss Hauer & Feld LLP is serving as United States legal advisor to the Special
Committee 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 Walker 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.
Additional Information about the Merger
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 8-K regarding the proposed
merger, which will include the Amended Merger Agreement. All
parties desiring details regarding the proposed merger are urged to
review these documents, which will be available at the SEC's
website (http://www.sec.gov).
In connection with the proposed merger, the Company will prepare
and mail a proxy statement to its stockholders. In addition,
certain participants in the proposed merger will prepare and mail
to the Company's stockholders a Schedule 13E-3 transaction
statement. These documents will be filed with or furnished to the
SEC. INVESTORS AND STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS. In addition to receiving the proxy
statement and Schedule 13E-3 transaction statement by mail,
stockholders also will be able to obtain these documents, as well
as other filings containing information about the Company, the
proposed merger and related matters, without charge, from the SEC's
website (http://www.sec.gov) or at the SEC's public reference room
at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these
documents can be obtained, without charge, by contacting the
Company at the following address and/or telephone number:
Zhongpin Inc.
21 Changshe Road, Changge City
Henan Province, People's Republic of China
+86 10 8455 4188
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
stockholders with respect to the proposed merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the proposed
merger when it is filed with the SEC. Additional information
regarding the interests of such potential participants will be
included in the proxy statement and Schedule 13E-3 transaction
statement and the other relevant documents filed with the SEC when
they become available.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the proposed merger
proceed.
About Zhongpin
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 3,447 retail outlets as
of September 30, 2012. Zhongpin's
export markets include Europe,
Hong Kong, and other countries in
Asia.
For more information about Zhongpin, please visit Zhongpin's
website at http://www.zpfood.com.
Safe harbor statement
This press release 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; the expected timing of the completion
of the merger; the parties' ability to complete the merger
considering the various closing conditions, including any
conditions related to regulatory approvals, as well as all
assumptions, expectations, predictions, intentions or beliefs about
future events. Forward-looking statements can be identified by the
use of forward-looking terminology such as 'will,' 'believes,'
'expects' or similar expressions. Such information is based upon
expectations of our management that were reasonable when made but
may prove to be incorrect. All of such assumptions are inherently
subject to uncertainties and contingencies beyond our control and
based upon premises with respect to future business decisions,
which are subject to change. We do not undertake to update the
forward-looking statements contained in this press release. For a
description of the risks and uncertainties that may cause actual
results to differ from the forward-looking statements contained in
this press release, see our most recent Annual Report on Form 10-K
filed with the Securities and Exchange Commission ('SEC'), and our
subsequent SEC filings. Copies of filings made with the SEC are
available through the SEC's electronic data gathering analysis
retrieval system at http://www.sec.gov.
For more information, please contact:
Zhongpin Inc.
Mr. Sterling Song (English and
Chinese)
Director of Investor Relations
Telephone +86 10 8455 4188 extension 106 in Beijing
ir@zhongpin.com
Mr. Warren (Feng) Wang (English
and Chinese)
Chief Financial Officer
Telephone +86 10 8455 4388 in Beijing
warren.wang@zhongpin.com
Christensen
Mr. Victor Kuo (English and
Chinese)
Telephone +86 10 5826 4939 in Beijing
vkuo@christensenir.com
Mr. Tom Myers (English)
Mobile +86 139 1141 3520 in Beijing
tmyers@christensenir.com
www.zpfood.com
SOURCE Zhongpin Inc.