WENLING, China, Sept. 1,
2020 /PRNewswire/ -- Fuling Global Inc. (Nasdaq: FORK) ("Fuling
Global," or the "Company"), a manufacturer and distributor of
mainly environmentally-friendly plastic and paper foodservice
disposable products, today announced that it has entered into a
definitive Agreement and Plan of Merger (the "Merger Agreement")
with Fuling ParentCo Inc., an exempted company with limited
liability incorporated under the law of the Cayman Islands ("Parent") and Fuling MergerCo
Inc., an exempted company with limited liability incorporated under
the law of the Cayman Islands and
a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to
which Merger Sub will be merged with and into the Company, with the
Company continuing as the surviving company and becoming a
wholly-owned subsidiary of Parent (the "Merger"), in an all-cash
transaction in which the Company will be acquired by a buyer group
(the "Buyer Group") comprised of Ms. Guilan
Jiang, founder and chairwoman of the board of directors (the
"Board") of the Company, her extended family members who are also
shareholders of the Company (together with Ms. Guilan Jiang, collectively, the "Rollover
Shareholders"), and Mr. Qijun Huang,
an individual financial investor.
Pursuant to the terms of the Merger Agreement, at the effective
time of the Merger (the "Effective Time"), each ordinary share of
the Company, par value $0.001 per
share (each, a "Share"), issued and outstanding immediately prior
to the Effective Time other than Excluded Shares and Dissenting
Shares (each as defined in the Merger Agreement), will be cancelled
and cease to exist in exchange for the right to receive
US$2.35 in cash (the "Merger
Consideration") without interest, and net of any applicable
withholding tax.
The Merger Consideration represents a premium of 15.2% over the
Company's closing price of US$2.04
per Share as quoted by NASDAQ Capital Market (the "NASDAQ") on
June 19, 2020, the last trading day
prior to the day when the Company received a non-binding "going
private" proposal from members of the Buyer Group. The Merger
Consideration also represents an increase of approximately 7.8%
over the US$2.18 per Share initially
offered by the Buyer Group in its initial "going-private" proposal
on June 20, 2020, and a premium of
approximately 11.9% over the Company's closing price of
US$2.10 per Share on August 31, 2020, the last trading day prior to
issuance of this press release.
The Buyer Group intends to fund the Merger with a combination of
rollover equity and cash, and has delivered copies of executed
equity commitment letters to the Company.
The Board, acting upon the unanimous recommendation of a
committee of independent directors established by the Board (the
"Special Committee"), approved the Merger Agreement and the Merger.
The Special Committee negotiated the terms of the Merger Agreement
with the assistance of its independent financial and legal
advisors.
The Merger, which is currently expected to close during the
fourth quarter of 2020, is subject to customary closing conditions,
including the approval of the Merger Agreement by an affirmative
vote of holders of Shares representing at least two-thirds of the
voting power of the Shares present and voting in person or by proxy
at a meeting of the Company's shareholders which will be convened
to consider the approval of the Merger Agreement and the Merger.
The Rollover Shareholders have agreed to vote all of the Shares
they beneficially own, which represent approximately 70.4% of the
Company's issued and outstanding Shares as of the date of the
Merger Agreement, in favor of the authorization and approval of the
Merger Agreement and the Merger. The Company will call a meeting of
shareholders for the purpose of voting on the adoption of the
Merger Agreement and the transactions contemplated by the Merger
Agreement as soon as practicable. If the Merger is completed, the
Company will continue its operations as a privately held company
and will be wholly owned by the Buyer Group and, as a result of the
Merger, the Company will no longer be listed on the NASDAQ.
Houlihan Lokey (China) Limited is serving as the financial
advisor to the Special Committee. King & Wood Mallesons, LLP is
serving as the U.S. legal counsel to the Special Committee.
Conyers Dill & Pearman is
serving as the Cayman Islands
legal counsel to the Special Committee. Kaufman & Canoles, P.C.
is serving as the U.S. legal counsel to the Company.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as the
U.S. legal counsel to the Buyer Group.
Additional Information about the Merger
The Company will furnish to the U.S. Securities and Exchange
Commission (the "SEC") a current report on Form 6-K regarding the
Merger, which will include as an exhibit thereto the Merger
Agreement. All parties desiring details regarding the Merger are
urged to review these documents, which will be available at the
SEC's website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
a proxy statement to its shareholders. In addition, certain
participants in the Merger will prepare and mail to the Company's
shareholders a Schedule 13E-3 transaction statement that will
include the proxy statement. These documents will be filed with or
furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS
FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
MERGER AND RELATED MATTERS. In addition to receiving the proxy
statement and Schedule 13E-3 transaction statement by mail,
shareholders also will be able to obtain these documents, as well
as other filings containing information about the Company, the
Merger and related matters, without charge, from the SEC's website
(http://www.sec.gov) or at the SEC's public reference room at 100 F
Street, NE, Room 1580, Washington,
D.C. 20549.
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
shareholders with respect to the 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 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 a 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 Merger proceed.
Safe Harbor Statement
This press release contains statements that express the
Company's current opinions, expectations, beliefs, plans,
objectives, assumptions or projections regarding future events or
future results and therefore are, or may be deemed to be,
"forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 (the "Act"). These
forward-looking statements can be identified by terminology such as
"if," "will," "expected" and similar statements. Forward-looking
statements involve inherent risks, uncertainties and assumptions.
Risks, uncertainties and assumptions include: uncertainties as to
how the Company's shareholders will vote at the meeting of
shareholders; the possibility that competing offers will be made;
the possibility that financing may not be available; the
possibility that various closing conditions for the transaction may
not be satisfied or waived; and other risks and uncertainties
discussed in documents filed with the SEC by the Company, as well
as the Schedule 13E-3 transaction statement and the proxy statement
to be filed by the Company. These forward-looking statements
reflect the Company's expectations as of the date of this press
release. You should not rely upon these forward-looking statements
as predictions of future events. The Company does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
About Fuling Global Inc.
Fuling Global manufactures and distributes mainly
environmentally-friendly disposable serviceware for the foodservice
industry, with six precision manufacturing facilities in the U.S.,
Mexico, Indonesia and China. The Company's plastic and paper
serviceware products include disposable cutlery, drinking straws,
cups, plates and other plastic and paper products and are used by
more than one hundred customers, including some of the world's most
notable quick-service restaurants and retailers, primarily in the
U.S., China, Canada and European countries. More
information about the Company can be found at:
http://ir.fulingglobal.com/.
For more information, please contact:
PondelWilkinson
Inc.
Judy Lin Sfetcu / Roger Pondel
Email: jsfetcu@pondel.com
Phone: +1-310-279-5980
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SOURCE Fuling Global Inc.