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.
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