BEIJING and
CHANGGE, China, June 27, 2013
/PRNewswire/ -- Zhongpin Inc. ("Zhongpin" or the "Company," Nasdaq:
HOGS), a leading meat and food processing company in the People's Republic of China, today
announced the completion of the merger (the "Merger") contemplated
by the previously announced Amended and Restated Agreement and Plan
of Merger, dated as of February 8,
2013 (the "Merger Agreement"), by and among Golden Bridge
Holdings Limited ("Parent"), Golden Bridge Merger Sub Limited (the
"Merger Sub"), Mr. Xianfu Zhu and
the Company. As a result, the Company became a wholly-owned
subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's stockholders at a special meeting held on
June 27, 2013, each share of Company
common stock has been cancelled and converted into the right to
receive $13.50 in cash, without
interest and less any applicable withholding taxes (the "Merger
Consideration"), except for (a) shares of common stock owned by the
Company as treasury stock and shares owned by Parent or Merger Sub
and their affiliates, including shares contributed to Parent by Mr.
Xianfu Zhu, Mr. Baoke Ben, Mr.
Chaoyang Liu, Mr. Qinghe Wang, Mr. Shuichi
Si and Ms. Juanjuan Wang (the
"Rollover Investors"), all of which shares of common stock have
been cancelled without the right to receive any consideration
thereon, and (b) shares of common stock owned by stockholders who
have exercised, perfected and not withdrawn a demand for or lost
the right to, appraisal rights under the Delaware General
Corporation Law ("DGCL"), which shares of common stock have been
cancelled and have entitled the former holders thereof to receive
the appraised value thereon in accordance with such holder's
appraisal rights under the DGCL.
Stockholders of record as of the effective time of the Merger
who are entitled to the Merger Consideration will receive a letter
of transmittal and instructions on how to surrender their share
certificates in exchange for the merger consideration. Stockholders
should wait to receive the letter of transmittal before
surrendering their share certificates.
Cowen and Company (Asia)
Limited and Duff & Phelps Securities, LLC are serving as
independent financial advisors to the Special Committee of the
Company's Board of Directors. Akin Gump Strauss Hauer & Feld
LLP is serving as United States
legal advisor to the Special Committee of the Company's Board of
Directors, 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
and Walker LLP 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.
About Zhongpin Inc.
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 3,502 retail outlets as
of March 31, 2013. 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/.
Cautionary Note Regarding Forward-Looking Statements
This document 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; as well as all assumptions,
expectations, predictions, intentions or beliefs about future
events. Forward-looking statements can generally be identified by
the use of forward-looking terminology such as "will," "should,"
"may," "believes," "expects" or similar expressions. All of such
assumptions are inherently subject to uncertainties and
contingencies beyond the Company's control and based upon premises
with respect to future business decisions, which are subject to
change. The Company assumes no obligation to update any such
forward-looking statements.
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
SOURCE Zhongpin Inc.