Additional Proxy Soliciting Materials (definitive) (defa14a)
31 Mayo 2013 - 5:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Filed by the Registrant
x
Filed by a Party other than the Registrant
o
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Zhongpin
Inc.
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(Name of Registrant as Specified in its
Charter)
_______________
(Name of Person(s) Filing
Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title of each class of securities to which transaction
applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-1l(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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REMINDER – YOUR VOTE IS VERY
IMPORTANT
May 31, 2013
Dear Shareholder:
We are asking you to vote “FOR”
the proposal to approve the merger of Zhongpin Inc. (the “Company”) with Golden Bridge Merger Sub Limited, which is
owned by Mr. Xianfu Zhu, our Chairman and Chief Executive Officer.
In order for you to receive
US$13.50
in cash for each share that you own
, we need your support. The merger cannot be completed unless we receive the affirmative
vote from (i) stockholders holding at least a majority of the outstanding shares of the Company’s common stock at the close
of business on May 23, 2013, the record date, and (ii) stockholders holding at least a majority of the outstanding shares of the
Company’s common stock at the close of business on the record date, other than shares owned by Mr. Xianfu Zhu, Mr. Baoke
Ben, Mr. Chaoyang Liu, Mr. Qinghe Wang, Mr. Shuichi Si and Ms. Juanjuan Wang (collectively, the “Rollover Investors”).
The terms of the merger (including information on the Rollover Investors) are fully described in the proxy materials that were
previously sent to you.
If you do not vote, it will have the
same effect as a vote against the proposal to adopt the merger agreement.
Your vote is important to us and we need your support.
Therefore, regardless of the number of shares you own, it is important they be represented at the meeting.
Our board of directors recommends that
you vote “FOR” the proposal to adopt the merger agreement.
To be sure your vote is counted in favor of the merger please take a brief moment to cast your vote
.
The meeting is being
held at 10:00 a.m., Beijing time, on June 27, 2013. Time is short — vote
today
!
Follow the simple instructions on
the enclosed proxy voting form to vote your shares by phone, Internet or by mail.
Remember, your broker cannot vote your shares
without your instructions and a failure to vote on the merger proposal is the same as a vote against the $13.50 per share cash
merger.
If you have any questions relating to the
voting your shares, please call MacKenzie Partners, the Company’s proxy solicitor, at +(212) 929-5500 (collect) or at (800)
322-2885 (toll free in North America). If you reside outside North America, you may also call +44 (0) 203 178 8057.
Thank you in advance for your support and
for acting promptly.
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Additional
Information about the Merger
The Company has filed a definitive
proxy statement with the Securities and Exchange Commission (the “SEC”). INVESTORS AND STOCKHOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY STATEMENT AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC CONTAINING
INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS. Stockholders can obtain copies of the proxy statement,
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, requests for additional copies of the definitive proxy statement should be directed to MacKenzie Partners
at +1 (212) 929-5500 (collect) or (800) 322-2885 (toll free in North America) or +44 (0) 203 178 8057 (from other countries).
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 is set forth in the definitive proxy statement and
Schedule 13E-3 transaction statement relating to the proposed merger. Further information regarding persons who may be deemed participants,
including any direct or indirect interests they may have, is also set forth in the definitive proxy statement.
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Zhongpin Inc. (MM) (NASDAQ:HOGS)
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