WENLING, China, Oct. 20, 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
it has called an extraordinary general meeting of shareholders (the
"EGM"), to be held on November 20,
2020 at 10 a.m. (Beijing time) at Nanhai Meeting Room 6, Hilton
Shenzhen Shekou Nanhai Hotel, No. 1177 Wanghai Road, Nanshan
District, Shenzhen, Guangdong, 518067, China, to consider and vote on, among other
things, the proposal to authorize and approve the previously
announced agreement and plan of merger (the "Merger Agreement"),
dated September 1, 2020, among the
Company, 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"), the plan of
merger required to be filed with the Registrar of Companies of the
Cayman Islands (the "Plan of
Merger") and the transactions contemplated thereby, including the
Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, at the
effective time of the Merger, Merger Sub will merge with and into
the Company and cease to exist, with the Company being the
surviving company and becoming a wholly-owned subsidiary of Parent
(the "Merger"). If consummated, the Merger would result in the
Company becoming a privately held company and its ordinary shares,
par value US $0.001 per share (each,
a "Share" and collectively, the "Shares"), would no longer be
listed or quoted on any stock exchange, including the NASDAQ Stock
Market.
The Company's board of directors (the "Board"), acting upon the
unanimous recommendation of a committee of the Board, composed
solely of directors who are unaffiliated to the management of the
Company, or to any person participating as a buyer or rollover
shareholder in the Merger, authorized and approved the execution,
delivery and performance of the Merger Agreement, the Plan of
Merger and the consummation of the transactions contemplated
thereby, including the Merger, and recommends that the Company's
shareholders vote FOR, among other things, the proposal to
authorize and approve the execution, delivery and performance of
the Merger Agreement, the Plan of Merger and the consummation of
the transactions contemplated thereby, including the Merger.
Only registered holders of Shares of the Company, as of
5 p.m. Cayman Islands time on October 20, 2020 (the "Record Date") or their
proxy holders are entitled to attend and vote at this EGM or any
adjournment thereof.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the definitive proxy statement attached as Exhibit
(a)-(1) thereto, as amended, filed with the U.S. Securities and
Exchange Commission (the "SEC"), which can be obtained, along with
other filings containing information about the Company, the
proposed Merger and related matters, without charge, from the SEC's
website www.sec.gov. In addition, the Company's proxy materials
(including the definitive proxy statement) will be mailed to
shareholders.
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 PROPOSED MERGER AND RELATED
MATTERS.
The Company and certain of its directors and executive officers
may, under SEC rules, be deemed to be "participants" in the
solicitation of proxies from the shareholders with respect to the
proposed Merger. Information regarding the persons who may be
considered "participants" in the solicitation of proxies is set
forth in the Schedule 13E-3 transaction statement relating to the
proposed Merger and the definitive proxy statement attached
thereto. Further information regarding persons who may be deemed
participants, including any direct or indirect interests they may
have, is also set forth in the definitive proxy statement.
This announcement is for information purposes only and does not
constitute an offer to purchase or the solicitation of an offer to
sell any securities or a solicitation of any proxy, vote or
approval with respect to the proposed transaction or otherwise, nor
shall it be a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
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/.
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
and other factors that could cause actual results to differ
materially from those contained in any such statements. Risks,
uncertainties and assumptions include, but are not limited to the
following: uncertainties as to the expected benefits and costs of
the proposed Merger, the expected timing of the completion of the
Merger, and the parties' ability to complete the Merger considering
the various closing conditions; 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 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.
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SOURCE Fuling Global Inc.
