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
exempted company ("Parent"), Golden Bridge Merger Sub Limited, a
corporation and wholly owned subsidiary of Parent ("Merger Sub") and Mr.
, 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
in cash without interest, except for shares owned by (i) Parent or Merger Sub, (ii) Mr.
, Mr. Baoke Ben, Mr.
(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
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
by China Wealth Growth Fund I L.P. and a
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.