I, Xianfu Zhu, am pleased to submit this preliminary non-binding proposal (the "Proposal") to acquire all of the common stock of Zhongpin Inc. (the "Company") that are not currently owned by me in a going-private transaction (the "Acquisition").
I believe that my proposal of $13.50 in cash per share of common stock of the Company, will provide a very attractive alternative to the Company's public stockholders. My proposal represents a premium of approximately 46.5% to the volume-weighted average closing price during the last 30 trading days and a premium of approximately 46.6% to the Company's closing price on March 26, 2012.
The terms and conditions upon which I am prepared to pursue the Acquisition are set forth below. I am confident that an Acquisition can be closed on the basis as outlined in this letter.
1. Purchase Price.The consideration payable for each share of common stock of the Company (other than those held by me and my affiliates) will be $13.50 in cash. 2. Financing. I intend to finance the Transaction with a combination of debt and equity capital. A portion of the equity financing would be provided from my existing holdings of common stock of the Company. I will also immediately commence discussions with potential sources of financing (both debt and equity) and with certain stockholders of the Company, and may make agreements with them relating to possible investments in the Acquisition. At this time there is no arrangement whatsoever with any stockholder of the Company or potential source of debt or equity financing for the Acquisition, and I do not propose to make any commitment prior to reaching transaction terms approved by the board of directors of the Company. 3. Due Diligence. Parties providing financing will require a timely opportunity to conduct customary due diligence on the Company. I would like to ask the board of directors of the Company to accommodate such due diligence request and approve the provision of confidential information relating to the Company and its business to possible sources of equity and debt financing under a customary form of confidentiality agreement.