The merger, which is currently expected to close in the second quarter of 2013, is subject to the adoption of the Amended 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 Amended Merger Agreement, as well as certain other customary closing conditions. The Amended 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. 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 Amended 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 Amended 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.Cowen and Company ( Asia) Limited and Duff & Phelps Securities, LLC are serving as independent financial advisors to the Special Committee. 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. Paul Hastings Janofsky Walker is serving as legal advisor to Cowen and Company ( Asia) Limited and Winston Strawn LLP is serving as legal advisor to Duff & Phelps Securities, LLC.
Zhongpin Inc. Enters Into Amended And Restated Merger Agreement With Golden Bridge Holdings Limited, Golden Bridge Merger Sub Limited And Mr. Xianfu Zhu
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