Zhongpin Inc. Enters Into Merger Agreement For "Going Private"
Transaction
BEIJING and CHANGGE,
China, Nov.
26, 2012 /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 it has entered into a definitive agreement and
plan of merger (the "Merger Agreement") with 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.
Pursuant to the Merger Agreement and subject to the satisfaction
or waiver of the conditions to the transactions contemplated
thereby, at the effective time of the merger, each share of the
Company common stock issued and outstanding immediately prior to
the effective time (other than 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
with Parent and Holdco 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) will be converted automatically
into the right to receive $13.50 in
cash (the "Per Share Merger Consideration"), without
interest. Collectively, the Rollover Holders own approximately
26% of the Company's outstanding common stock. In connection
with the merger, each option to purchase Company common stock that
is outstanding, whether vested or unvested, shall be cancelled at
the effective time of the merger and converted into the right to
receive, net of any applicable withholding taxes, cash in an amount
equal to the excess of the Per Share Merger Consideration over the
exercise price payable per share of Company common stock issuable
under each option. The Per Share Merger Consideration of
$13.50 represents a premium of
approximately 47% over the closing price on March 26, 2012, the last trading day prior to the
Company's announcement on March 27,
2012 that it had received a "going private" proposal from
Mr. Xianfu Zhu.
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 Merger Agreement and the merger and
resolved to recommend that the Company's stockholders vote to adopt
the Merger Agreement. The Special Committee, which is composed
solely of independent and disinterested directors, negotiated the
terms of the Merger Agreement with the assistance of its financial
and legal advisors.
The merger, which is currently expected to close in the first
quarter of 2013, is subject to the adoption of the 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 Merger Agreement,
as well as certain other customary closing conditions. The 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. In addition,
the Company (acting upon the recommendation of the Special
Committee) may terminate the Merger Agreement at any time for any
reason on or prior to January 25,
2013 as set forth in the Merger Agreement. 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
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 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.
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.
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 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.