BEIJING and CHANGGE,
China, May
28, 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 that the Company has called a special
meeting of its stockholders (the "Special Meeting"), to be held on
June 27, 2013, at 10:00 a.m. (local time), at 21 Changshe Road,
Changge City, Henan Province,
People's Republic of China 461500,
to consider and vote on the proposal to adopt the previously
announced Amended and Restated Agreement and Plan of Merger, dated
February 8, 2013 (the "Merger
Agreement"), by and among Golden Bridge Holdings Limited (the
"Parent"), Golden Bridge Merger Sub Limited (the "Merger Sub"), Mr.
Xianfu Zhu and the Company.
Under the terms of the Merger Agreement, Merger Sub will be
merged with and into the Company, with the Company continuing as
the surviving company after the merger as a wholly owned subsidiary
of Parent (the "Merger"). If completed, the proposed Merger will
result in (i) the Company's unaffiliated stockholders receiving
$13.50 per share in cash, without
interest, for their shares of common stock of the Company, (ii) the
Company becoming a privately-held company and (iii) the common
stock of the Company no longer being listed on the Nasdaq Stock
Market. The Company's board of directors, acting upon the unanimous
recommendation of a special committee of the Company's board of
directors composed entirely of independent directors, approved the
Merger Agreement and resolved to recommend that the Company's
stockholders vote to adopt the Merger Agreement.
Stockholders of record as of the close of business on
May 23, 2013, the record date for the
Special Meeting, are entitled to receive notice of the Special
Meeting and to vote the shares of common stock of the Company owned
by them at the Special Meeting. Additional information regarding
the Special Meeting and the Merger Agreement can be found in the
transaction statement on Schedule 13E-3 and the definitive proxy
statement on Schedule 14A, filed with the Securities and Exchange
Commission ("SEC") on May 28, 2013,
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
(http://www.sec.gov) or at the SEC's public reference room at 100 F
Street, NE, Room 1580, Washington,
D.C. 20549. In addition, holders of shares of common stock
of the Company as of the record date will receive the definitive
proxy statement by mail. Requests for additional copies of the
definitive proxy statement should be directed to MacKenzie
Partners, the Company's proxy solicitor, at +1 (212) 929-5500
(collect) or (800) 322-2885 (toll free in North America) or +44 (0) 203 178 8057 (from
other countries). INVESTORS AND STOCKHOLDERS 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, 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 is set forth in the definitive proxy
statement and Schedule 13E-3 transaction statement relating to the
proposed Merger. 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 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 have been or will be made with the SEC.
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; the expected timing of the completion
of the Merger; the parties' ability to complete the Merger
considering the various closing conditions, including any
conditions related to regulatory approvals, 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.