UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 1)
(Rule 13e-100)
TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE
13e-3 THEREUNDER
RULE 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange
Act of 1934
China Yida Holding, Co.
(Name of the Issuer)
China Yida Holding, Co.
China Yida Holding Acquisition Co.
Mr. Minhua Chen
Ms. Yanling Fan
(Names of Persons Filing Statement)
Common Stock, par value $0.001 par value
per share
(Title of Class of Securities)
98607B106
(CUSIP Number)
China Yida Holding, Co.
28/F, Yifa Building
No. 111 Wusi Road
Fuzhou, Fujian Provence
People’s Republic of China 350003
+(86) 591 2808 2230
|
|
Mr. Minuha Chen
c/o China Yida Holding, Co.
28/F, Yifa Building
No. 111 Wusi Road
Fuzhou, Fujian Provence
People’s Republic of China 350003
+(86) 591 2808 2230
|
|
Ms. Yanling Fan
c/o China Yida Holding, Co.
28/F, Yifa Building
No. 111 Wusi Road
Fuzhou, Fujian Provence
People’s Republic of China 350003
+(86) 591 2808 2230
|
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
With copies to:
Joseph Chan, Esq.
Sidley Austin LLP
Suite 2009, 5 Corporate Avenue
150 Hubin Road
Shanghai 200021 China
|
|
David Sass, Esq.
Steve Schuster, Esq.
McLaughlin & Stern, LLP
260 Madison Avenue
New York, NY 10016
|
This statement is filed in connection with (check the appropriate
box):
a
|
þ
|
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
|
b
|
o
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The filing of a registration statement under the Securities Act of 1933.
|
c
|
o
|
A tender offer
|
d
|
o
|
None of the above
|
Check
the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
þ
Check
the following box if the filing is a final amendment reporting the results of the transaction:
o
Calculation of Filing Fee
|
|
Transactional Valuation*
|
|
|
Amount of Filing Fee**
|
|
$
|
5,468,000.16
|
|
|
$
|
550.63
|
|
* Calculated solely for the purposes of
determining the filing fee. The filing fee is calculated based on the sum of 1,646,988 shares of common stock issued and outstanding
as of March 30, 2016 (being the remainder of the 3,914,580 shares of common stock outstanding as of March 30, 2016 minus the 2,267,592
shares of common stock beneficially owned by the Principal Shareholders) multiplied by $3.32 per share Merger consideration (the
“
Transaction Valuation
”).
** The amount of
the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as
amended and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2016, was calculated by multiplying the
Transaction Valuation by 0.0001007.
þ
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting
of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $550.63
Form or Registration No.: Schedule 14A—Preliminary Proxy Statement
Filing Party: China Yida Holding, Co.
Date Filed: April 15, 2016
TABLE
OF CONTENTS
Item
1
|
Summary
Term Sheet
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2
|
|
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|
Item
2
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Subject
Company Information
|
2
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|
|
|
Item
3
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Identity
and Background of Filing Person
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2
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|
|
|
Item
4
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Terms
of the Transaction
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3
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|
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Item
5
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Past
Contacts, Transactions, Negotiations and Agreements
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4
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|
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|
Item
6
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Purposes
of the Transaction and Plans or Proposals
|
6
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|
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Item
7
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Purposes,
Alternatives, Reasons and Effects
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6
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|
|
|
Item
8
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Fairness
of the Transaction
|
8
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|
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Item
9
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Reports,
Opinions, Appraisals and Negotiations
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9
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Item
10
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Source
and Amount of Funds or Other Consideration
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10
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Item
11
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Interest
in Securities of the Subject Company
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10
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Item
12
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The
Solicitation or Recommendation
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11
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Item
13
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Financial
Statements
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11
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Item
14
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Persons/Assets,
Retained, Employed, Compensated or Used
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12
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Item
15
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Additional
Information
|
12
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Item
16
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Exhibits
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12
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INTRODUCTION
This
Amendment No. 1 to Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “
Transaction
Statement
”), is being filed with the Securities and Exchange Commission (the “
SEC
”) pursuant to Section
13(e) of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), jointly by the following persons
(each, a “
Filing Person
,” and collectively, the “
Filing Persons
”):
|
●
|
China
Yida Holding, Co. (the “
Company
”);
|
|
●
|
China
Yida Holding Acquisition Co. (“
Acquisition
”);
|
|
●
|
Mr.
Minhua Chen (“
Mr. Chen
”); and
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|
●
|
Ms.
Yanling Fan (“
Ms. Fan
”).
|
In
this Transaction Statement, we refer to Mr. Minhua Chen and Ms. Yanling Fan collectively as the “
Principal Shareholders
.”
We refer to the Principal Shareholders, Acquisition and their affiliates collectively as the “
Buyer Group
”.
On
March 8, 2016, the Company entered into an agreement and plan of merger with China Yida Holding Acquisition Co. (“
Acquisition
”),
a Corporation organized under the laws of the State of Nevada. On April 12, 2016, having determined that a merger in which the
Company survives is a more efficient structure, the Company and Acquisition agreed to enter into an amended and restated agreement
and plan of merger (the “
Merger Agreement
”). Under the terms of the Merger Agreement, Acquisition will be merged
with and into the Company (the “
Merger
”), with the Company surviving the Merger. Acquisition is wholly-owned
by Mr. Chen and Ms. Fan as of the date of this Transaction Statement. The Merger is a going private transaction by the Buyer Group.
If
the Merger is approved by the required stockholder approval and consummated, each of the Company’s shares of common stock
(the “
Company Common Stock
”) issued and outstanding immediately prior to the effective time of the Merger (the
“
Shares
”) will be cancelled and automatically converted into the right to receive US$3.32 in cash without interest,
except for Shares (the “
Principal Shares
”) owned by the Principal Shareholders. After completion of the Merger,
the Principal Shares will be the only issued and outstanding shares of the surviving company. Shares with respect to which dissenters’
rights have been properly exercised and not withdrawn or lost will be cancelled in consideration for the right to receive the
fair value of such dissenting shares in accordance with the Nevada Revised Statutes.
The
Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including obtaining
the requisite approval of the stockholders of the Company. The Merger Agreement must be approved by the affirmative vote
(in person or by proxy) of the holders of at least a majority of the outstanding shares of Company Common Stock in accordance
with the Company’s articles of incorporation and bylaws and the Nevada Revised Statutes. As of March 30, 2016, the
Principal Shareholders, as a group, beneficially owned 2,267,592 shares of Company Common Stock, which represent approximately
57.9% of the total outstanding shares of the Company Common Stock. The Principal Shareholders have agreed, under a voting
agreement dated April 12, 2016 (the “
Voting Agreement
”), to vote all the shares of Company Common Stock beneficially
owned by them in favor of the proposal to approve the Merger Agreement.
Concurrently
with the filing of this Schedule 13E-3, the Company is filing a preliminary proxy statement (the “
Preliminary Proxy
Statemen
t”) under Regulation 14A of the Exchange Act, relating to a special meeting of the stockholders of the Company
at which the stockholders of the Company will consider and vote upon a proposal to approve the Merger Agreement and to approve
the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are
insufficient votes at the time of the special meeting to approve the Merger Agreement. The cross reference sheet below is being
supplied pursuant to General Instruction G to Schedule 13E-3 and shows the location in the Preliminary Proxy Statement of
the information required to be included in response to the items of Schedule 13E-3. The information set forth in the Preliminary
Proxy Statement, including all annexes thereto, is hereby incorporated herein by reference, and the responses to each such item
in this Transaction Statement are qualified in their entirety by the information contained in the Preliminary Proxy Statement
and the annexes thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Preliminary
Proxy Statement.
All
information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.
Item 1
|
Summary
Term Sheet
|
The
information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
●
|
“Questions
and Answers about the Special Meeting and the Merger”
|
Item
2
|
Subject
Company Information
|
(a)
Name
and Address
. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein
by reference:
|
●
|
“The
Merger—The Parties”
|
(b)
Securities
.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
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●
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“Questions
and Answers about the Special Meeting and the Merger”
|
|
●
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“The
Special Meeting—Record Date and Quorum”
|
|
●
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“Security
Ownership of Certain Beneficial Owners and Management of the Company”
|
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●
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“Common
Stock Transaction Information”
|
(c)
Trading
Market and Price
. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated
herein by reference:
|
●
|
“Common
Stock Transaction Information”
|
(d)
Dividends
.
The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein by reference:
|
●
|
“Common
Stock Transaction Information”
|
(e)
Prior
Public Offerings
. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated
herein by reference:
|
●
|
“Common
Stock Transaction Information”
|
(f)
Prior
Stock Purchases
. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated
herein by reference:
|
●
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“Common
Stock Transaction Information”
|
Item
3
|
Identity
and Background of Filing Person
|
(a)
Name
and Address
. China Yida Holding, Co. is the subject company. The information set forth in the Preliminary Proxy Statement
under the following captions is incorporated herein by reference:
|
●
|
“The
Merger—The Parties”
|
|
●
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“Annex
C—Directors and Executive Officers of Each Filing Person”
|
(b)
Business
and Background of Entities
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
|
●
|
“The
Merger—The Parties”
|
|
●
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“Annex
C—Directors and Executive Officers of Each Filing Person”
|
(c)
Business
and Background of Natural Persons
. The information set forth in the Preliminary Proxy Statement under the following captions
is incorporated herein by reference:
|
●
|
“The
Merger—The Parties”
|
|
●
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“Annex
C—Directors and Executive Officers of Each Filing Person”
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Item
4
|
Terms
of the Transaction
|
(a)-(1)
Material
Terms —Tender Offers
. Not applicable.
(a)-(2)
Material
Terms—Mergers or Similar Transactions
. The information set forth in the Preliminary Proxy Statement under the following
captions is incorporated herein by reference:
|
●
|
“Questions
and Answers about the Special Meeting and the Merger”
|
|
●
|
“The
Merger—Background of the Merger”
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee on Behalf of the Company and Their Reasons
for the Merger”
|
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●
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“The
Merger—Reasons of the Buyer Group for the Merger”
|
|
●
|
“The
Merger—Position of the Buyer Group as to the Fairness of the Merger”
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
●
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“Certain
Material U.S. Federal Income Tax Consequences”
|
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●
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“Certain
Material PRC Income Tax Consequences”
|
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●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(c)
Different
Terms
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein
by reference:
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
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●
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“The
Merger—Effect of the Merger on the Company”
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●
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“The
Merger—Financing of the Merger”
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●
|
“The
Merger—Voting Agreement”
|
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●
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“The
Agreement and Plan of Merger”
|
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●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(d)
Appraisal
Rights
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by
reference:
|
●
|
“Questions
and Answers about the Special Meeting and the Merger”
|
|
●
|
“Dissenter’s
Rights for Holders of Common Stock”
|
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●
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“Annex
E—Nevada Rights of Dissenting Owners”
|
(e)
Provisions
for Unaffiliated Security Holders
. The information set forth in the Preliminary Proxy Statement under the following caption
is incorporated herein by reference:
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee on Behalf of the Company and Their Reasons
for the Merger”
|
There
have been no other provisions in connection with the Merger to grant unaffiliated security holders access to the corporate files
of the Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons.
(f)
Eligibility
for Listing or Trading
. Not applicable.
Item
5
|
Past
Contacts, Transactions, Negotiations and Agreements
|
(a)
Transactions
.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
●
|
“The
Merger—Background of the Merger”
|
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
●
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“The
Merger—Relationship between Company and Buyer Group”
|
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●
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“The
Agreement and Plan of Merger”
|
|
●
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“Common
Stock Transaction Information”
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(b)
Significant
Corporate Events
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
|
●
|
“The
Merger—Background of the Merger”
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee on Behalf of the Company and Their Reasons
for the Merger”
|
|
●
|
“The
Merger—Reasons of the Buyer Group for the Merger”
|
|
●
|
“The
Merger—Position of the Buyer Group as to the Fairness of the Merger”
|
|
●
|
“The
Merger—Effect of the Merger on the Company”
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|
●
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“The
Merger—Financing of the Merger”
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|
●
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“The
Merger—Limited Guarantee”
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●
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“The
Merger—Voting Agreement”
|
|
●
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“The
Merger—Limitation of Liability”
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●
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“The
Merger—Interests of Certain Persons in the Merger”
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|
●
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“The
Special Meeting—Vote Required”
|
|
●
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“The
Agreement and Plan of Merger”
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(c)
Negotiations
or Contacts
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein
by reference:
|
●
|
“The
Merger—Background of the Merger”
|
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(e)
Agreements
Involving the Subject Company’s Securities
. The information set forth in the Preliminary Proxy Statement under the following
captions is incorporated herein by reference:
|
●
|
“The
Merger—Background of the Merger”
|
|
●
|
“The
Merger—Plans for the Company after the Merger”
|
|
●
|
“The
Merger—Financing of the Merger”
|
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
●
|
“The
Merger—Limited Guarantee”
|
|
●
|
“The
Merger—Voting Agreement”
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
●
|
“Common
Stock Transaction Information”
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
Item
6
|
Purposes
of the Transaction and Plans or Proposals
|
(b)
Use
of Securities Acquired
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
|
●
|
“Questions
and Answers about the Special Meeting and the Merger”
|
|
●
|
“The
Merger—Effect of the Merger on the Company”
|
|
●
|
“The
Merger—Plans for the Company after the Merger”
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(c)(1)-(8)
Plans
.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
●
|
“The
Merger—Background of the Merger”
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee on Behalf of the Company and Their Reasons
for the Merger”
|
|
●
|
“The
Merger—Reasons of the Buyer Group for the Merger”
|
|
●
|
“The
Merger—Effect of the Merger on the Company”
|
|
●
|
“The
Merger—Plans for the Company after the Merger”
|
|
●
|
“The
Merger—Financing of the Merger”
|
|
●
|
“The
Merger—Voting Agreement”
|
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
●
|
“The
Merger—Delisting and Deregistration of the Company Common Stock”
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
Item
7
|
Purposes,
Alternatives, Reasons and Effects
|
(a)
Purposes
.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
●
|
“The
Merger—Background of the Merger”
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee on Behalf of the Company and Their Reasons
for the Merger”
|
|
●
|
“The
Merger—Reasons of the Buyer Group for the Merger”
|
|
●
|
“The
Merger—Effect of the Merger on the Company”
|
|
●
|
“The
Merger—Plans for the Company after the Merger”
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(b)
Alternatives
.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
●
|
“The
Merger—Background of the Merger”
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee on Behalf of the Company and Their Reasons
for the Merger”
|
|
●
|
“The
Merger—Reasons of the Buyer Group for the Merger”
|
|
●
|
“The
Merger—Position of the Buyer Group as to the Fairness of the Merger”
|
|
●
|
“The
Merger—Effects on the Company if the Merger is not Completed”
|
|
●
|
“The
Merger—Alternatives to the Merger”
|
(c)
Reasons
.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
●
|
“The
Merger—Background of the Merger”
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee on Behalf of the Company and Their Reasons
for the Merger”
|
|
●
|
“The
Merger—Opinion of the Special Committee’s Financial Advisor”
|
|
●
|
“The
Merger—Reasons of the Buyer Group for the Merger”
|
(d)
Effects
.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
●
|
“The
Merger—Background of the Merger”
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee on Behalf of the Company and Their Reasons
for the Merger”
|
|
●
|
“The
Merger—Effect of the Merger on the Company”
|
|
●
|
“The
Merger—Plans for the Company after the Merger”
|
|
●
|
“The
Merger—Effects on the Company if the Merger is not Completed”
|
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
●
|
“The
Merger—Delisting and Deregistration of the Company Common Stock”
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
●
|
“Certain
Material U.S. Federal Income Tax Consequences”
|
|
●
|
“Certain
Material PRC Income Tax Consequences”
|
|
●
|
“Dissenter’s
Rights for Holders of Common Stock”
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
|
●
|
“Annex
E— Nevada Rights of Dissenting Owners”
|
Item
8
|
Fairness
of the Transaction
|
(a)-(b)
Fairness;
Factors Considered in Determining Fairness
. The information set forth in the Preliminary Proxy Statement under the following
captions is incorporated herein by reference:
|
●
|
“The
Merger—Background of the Merger”
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee on Behalf of the Company and Their Reasons
for the Merger”
|
|
●
|
“The
Merger—Opinion of the Special Committee’s Financial Advisor”
|
|
●
|
“The
Merger—Position of the Buyer Group as to the Fairness of the Merger”
|
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
●
|
“Annex
B—Opinion of ROTH Capital Partners.”
|
|
●
|
“Annex
E— Nevada Rights of Dissenting Owners”
|
(c)
Approval
of Security Holders
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
|
●
|
“Questions
and Answers about the Special Meeting and the Merger”
|
|
●
|
“The
Special Meeting—Vote Required”
|
|
●
|
“The
Special Meeting—Record Date and Quorum”
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(d)
Unaffiliated
Representative
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
|
●
|
“The
Merger—Background of the Merger”
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee on Behalf of the Company and Their Reasons
for the Merger”
|
|
●
|
“The
Merger—Opinion of the Special Committee’s Financial Advisor”
|
|
●
|
“Annex
B—Opinion of ROTH Capital Partners”
|
(e)
Approval
of Directors
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein
by reference:
|
●
|
“Questions
and Answers about the Special Meeting and the Merger”
|
|
●
|
“The
Merger—Background of the Merger”
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee on Behalf of the Company and Their Reasons
for the Merger”
|
(f)
Other
Offers
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by
reference:
|
●
|
“The
Merger—Background of the Merger”
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee on Behalf of the Company and Their Reasons
for the Merger”
|
Item
9
|
Reports,
Opinions, Appraisals and Negotiations
|
(a)
Report,
Opinion or Appraisal
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
|
●
|
“The
Merger—Background of the Merger”
|
|
●
|
“The
Merger—Opinion of the Special Committee’s Financial Advisor”
|
|
●
|
“Annex
B—Opinion of ROTH Capital Partners”
|
(b)
Preparer
and Summary of the Report, Opinion or Appraisal
. The information set forth in the Preliminary Proxy Statement under the following
captions is incorporated herein by reference:
|
●
|
“The
Merger—Opinion of the Special Committee’s Financial Advisor”
|
|
●
|
“Annex
B—Opinion of ROTH Capital Partners”
|
(c)
Availability
of Documents
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
●
|
“Where
You Can Find More Information”
|
The
reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive
offices of the Company during its regular business hours by any interested holder of the shares of Company Common Stock or his,
her or its representative who has been so designated in writing.
Item
10
|
Source
and Amount of Funds or Other Consideration
|
(a)
Source
of Funds
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein
by reference:
|
●
|
“The
Merger—Financing of the Merger”
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(b)
Conditions
.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
●
|
“The
Merger—Financing of the Merger”
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(c)
Expenses
.
The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein by reference:
|
●
|
“The
Merger—Effects on the Company if the Merger is not Completed”
|
|
●
|
“The
Merger—Fees and Expenses”
|
|
●
|
“The
Agreement and Plan of Merger”
|
|
●
|
“Annex
A—The Amended and Restated Agreement and Plan of Merger”
|
(d)
Borrowed
Funds.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein
by reference:
|
●
|
“The
Merger—Financing of the Merger”
|
Item
11
|
Interest
in Securities of the Subject Company
|
(a)
Securities
Ownership
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein
by reference:
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
●
|
“Security
Ownership of Certain Beneficial Owners and Management of the Company”
|
(b)
Securities
Transactions
. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein
by reference:
|
●
|
“Common
Stock Transaction Information”
|
Item
12
|
The
Solicitation or Recommendation
|
(d)
Intent
to Tender or Vote in a Going-Private Transaction
. The information set forth in the Preliminary Proxy Statement under the following
captions is incorporated herein by reference:
|
●
|
“Questions
and Answers about the Special Meeting and the Merger”
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee on Behalf of the Company and Their Reasons
for the Merger”
|
|
●
|
“The
Merger—Financing of the Merger”
|
|
●
|
“The
Merger—Voting Agreement”
|
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
●
|
“The
Special Meeting—Vote Required”
|
|
●
|
“Security
Ownership of Certain Beneficial Owners and Management of the Company”
|
(e)
Recommendations
of Others
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein
by reference:
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee on Behalf of the Company and Their Reasons
for the Merger”
|
|
●
|
“The
Merger—Position of the Buyer Group as to the Fairness of the Merger”
|
Item
13
|
Financial
Statements
|
(a)
Financial
Information
. The audited financial statements of the Company for the fiscal year ended December 31, 2015 are incorporated
herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed on March
30, 2016 (see page F-1 and following pages).
The
information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
|
●
|
“Selected
Financial Information”
|
|
●
|
“Where
You Can Find More Information”
|
(b)
Pro
Forma Information
. Not applicable.
Item
14
|
Persons/Assets,
Retained, Employed, Compensated or Used
|
(a)
Solicitation
or Recommendations
. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated
herein by reference:
|
●
|
“Questions
and Answers about the Special Meeting and the Merger”
|
|
●
|
“The
Merger—Background of the Merger”
|
|
●
|
“The
Merger—Recommendation of Our Board of Directors and the Special Committee on Behalf of the Company and Their Reasons
for the Merger”
|
|
●
|
“The
Merger—Fees and Expenses”
|
|
●
|
“The
Special Meeting—Proxies and Revocation”
|
(b)
Employees
and Corporate Assets
. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
|
●
|
“The
Merger—Interests of Certain Persons in the Merger”
|
|
●
|
“Annex
C—Directors and Executive Officers of Each Filing Person”
|
Item
15
|
Additional
Information
|
(b)
Other
Material Information
. The information contained in the Preliminary Proxy Statement, including all annexes thereto, is incorporated
herein by reference.
The
exhibits to this Transaction Statement are listed in the Exhibit Index, which appears elsewhere herein and is incorporated herein
by reference.
SIGNATURES
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
May 13, 2016
|
China
Yida Holding, Co.
|
|
|
|
|
By:
|
/s/
Renjiu Pei
|
|
Name:
|
Renjiu
Pei
|
|
Title:
|
Director
and Chair of Special Committee
|
|
China
Yida Acquisition Holding Co.
|
|
|
|
|
By:
|
/s/
Minhua Chen
|
|
Name:
|
Minhua
Chen
|
|
Title:
|
Director
|
|
Minhua
Chen
|
|
|
|
By:
|
/s/
Minhua Chen
|
|
Yanling
Fan
|
|
|
|
By:
|
/s/
Yanling Fan
|
Exhibit
Index
(a)-(1)
Preliminary Proxy Statement of China Yida Holding, Co., incorporated by reference to the Schedule 14A filed with the SEC on May
13, 2016.
(a)-(2)
Notice of Special Meeting of Stockholders of the Company, incorporated herein by reference to the Preliminary Proxy Statement.
(a)-(3)
Form of Proxy Card, incorporated herein by reference to the Preliminary Proxy Statement.
(a)-(4)
Press Release issued by the Company, dated March 10, 2016, incorporated herein by reference to Exhibit 99.1 to the Current Report
on Form 8-K filed by the Company with the SEC on March 10, 2016.
(c)-(1)
Opinion of ROTH Capital Partners, dated March 8, 2016, incorporated herein by reference to Annex B to the Preliminary Proxy Statement.
(c)-(2)
Presentation Materials prepared by ROTH Capital Partners for discussion with the Special Committee, dated March 8, 2016.*
(d)-(1)
Amended and Restated Agreement and Plan of Merger, dated as of April 12, 2016, between the Company and Acquisition, incorporated
herein by reference to Annex A to the Preliminary Proxy Statement.
(d)-(2)
Voting Agreement, dated April 12, 2016, by the Acquisition and the Principal Shareholders, incorporated herein by reference to
Exhibit 9.1 to the Current Report on Form 8-K filed by the Company with the SEC on April 13, 2016.
(d)-(3)
Amended and Restated Limited Guarantee, dated as of April 12, 2016 by Mr. Chen and Ms. Fan in favor of the Company, incorporated
herein by reference to Exhibit 9.2 to the Current Report on Form 8-K filed by the Company with the SEC on April 13, 2016.
(f)
A detailed statement describing stockholders’ appraisal rights and the procedures for exercising those appraisal rights
is included as Annex E to the Agreement and Plan of Merger, and is incorporated herein by reference.
(g)
Not applicable.
* Previously filed on April 15, 2016.
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