Feihe International Announces Completion of Merger
June 28 2013 - 6:13AM
Marketwired
Feihe International, Inc. (NYSE: ADY) ("Feihe International" or the
"Company"), one of the leading producers and distributors of
premium infant formula, milk power and soybean, rice and walnut
products in China, today announced the completion of the merger
contemplated by the previously announced Agreement and Plan of
Merger, dated March 3, 2013 (the "Merger Agreement"), by and among
Diamond Infant Formula Holding Limited ("Holdco"), Platinum Infant
Formula Holding Limited ("Parent"), Infant Formula Merger Sub
Holding Inc. ("Merger Sub") and the Company. As a result of the
merger, Merger Sub merged with and into the Company, with the
Company continuing as the surviving company after the merger as a
wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at a special meeting held on June 26,
2013, each share of Company common stock that was outstanding
immediately prior to the effective time of the merger has been
cancelled in exchange for the right to receive US$7.40 in cash
without interest, except for (a) shares of Company common stock
owned by Holdco, Parent, Merger Sub, the Company or any its
subsidiaries immediately prior to the effective time of the merger,
which shares were cancelled for no consideration at the effective
time of the merger, and (b) all shares of Company common stock
owned by Mr. You-Bin Leng, the Company's Chief Executive Officer
and Chairman, Mr. Hua Liu, the Company's Vice Chairman and Chief
Financial Officer, and Mr. Sheng-Hui Liu, a director of the Company
and vice president of one of the Company's subsidiaries, which
shares were contributed to Parent in exchange for newly issued
shares of Holdco and cancelled for no consideration prior to the
effective time of the merger. In addition, as of the effective time
of the merger, each option to purchase Company common stock issued
under the Company's 2003 Stock Incentive Plan and 2009 Stock
Incentive Plan, then unexpired and unexercised, was cancelled and
converted into the right of the former holder thereof to receive an
amount in cash equal to the total number of shares of Company
common stock underlying such option multiplied by the amount, if
any, by which the per share merger consideration exceeds the
exercise price payable per share of Company common stock issuable
under such Company option.
Registered shareholders entitled to the merger consideration
will receive a letter of transmittal and instructions on how to
surrender their share certificates in exchange for the merger
consideration, and should wait to receive the letter of transmittal
before surrendering their share certificates.
The Company also announced today that it requested that trading
of its common stock on The New York Stock Exchange (the "NYSE") be
suspended. The Company also requested that the NYSE file a Form 25
with the Securities and Exchange Commission (the "SEC") to delist
and deregister the Company's registered securities. The Company
intends to terminate its reporting obligations under the Securities
Exchange Act of 1934, as amended, by promptly filing a Form 15 with
the SEC. The Company's obligation to file with the SEC certain
reports and forms, including Form 10-K, Form 10-Q and Form 8-K,
will be suspended immediately as of the filing date of the Form 15
and will cease once the deregistration becomes effective.
About Feihe International, Inc.
Feihe International, Inc. (NYSE: ADY) is one of the leading
producers and distributors of premium infant formula, milk powder,
packed milk and soybean, rice and walnut products in the People's
Republic of China. Feihe International conducts operations in China
through its wholly owned subsidiary, Heilongjiang Feihe Dairy Co.
Limited, and other subsidiaries. Founded in 1962, Heilongjiang
Feihe Dairy Co. Limited is headquartered in Beijing, China, and has
processing and distribution facilities in Kedong, Qiqihaer, Gannan,
Longjiang and Shanxi. Using proprietary processing techniques,
Feihe International makes products that are specially formulated
for particular ages, dietary needs and health concerns. Feihe
International has over 200 company-owned milk collection stations,
five production facilities with an aggregate milk powder production
capacity of approximately 2,020 tons per day and an extensive
distribution network that reaches over 100,000 retail outlets
throughout China. For more information about Feihe International,
Inc., please visit http://ady.feihe.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. 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: Renee Ren +86-10-8457-4688
x8810 Email Contact
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