Zhongpin, a meat and food processing company in the People’s Republic of China, has entered into an amended merger agreement with Golden Bridge. The merger will be financed through a combination of an equity commitment of $85 million by China Wealth Growth Fund I LP and a $320,000,000 term loan facility from China Development Bank Corporation Hong Kong Branch.
Zhongpin Inc. (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 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, 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 $13.50 in cash without interest, except for 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 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. 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 $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 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.
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.
Additional Information about the Merger
The Company will furnish to the Securities and Exchange Commission (the “SEC”) a report on Form 8-K regarding the proposed merger, which will include the Amended Merger Agreement. All parties desiring details regarding the proposed merger are urged to review these documents, which will be available at the SEC’s website (http://www.sec.gov).
The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from our stockholders with respect to the proposed merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be set forth in the proxy statement and Schedule 13E-3 transaction statement relating to the proposed merger when it is filed with the SEC. Additional information regarding the interests of such potential participants will be included in the proxy statement and Schedule 13E-3 transaction statement and the other relevant documents filed with the SEC when they become available.
This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other filings that may be made with the SEC should the proposed merger proceed.
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 3,447 retail outlets as of September 30, 2012. Zhongpin’s export markets include Europe, Hong Kong, and other countries in Asia.
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