CHONGQING, China, March 23, 2016 /PRNewswire/ -- Country Style
Cooking Restaurant Chain Co., Ltd. (NYSE: CCSC) ("Country Style
Cooking", "CSC" or the "Company"), a fast-growing quick service
restaurant chain in China, today
announced that it has called an extraordinary general meeting of
shareholders (the "EGM"), to be held on April 20, 2016 at 10
a.m. (Hong Kong time), at
42nd Floor, Edinburgh Tower, The Landmark, 15 Queen's Road Central,
Hong Kong, to consider and vote
on, among other matters, the proposal to authorize and approve the
previously announced agreement and plan of merger dated as of
December 17, 2015 (the "Merger
Agreement"), among the Company, Country Style Cooking Restaurant
Chain Holding Limited ("Parent") and Country Style Cooking
Restaurant Chain Merger Company Limited ("Merger Sub"), the plan of
merger required to be filed with the Registrar of Companies of the
Cayman Islands, substantially in
the form attached as Exhibit A to the Merger Agreement (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, Merger
Sub will be merged with and into the Company (the "Merger") with
the Company continuing as the surviving company. If completed, the
proposed Merger would result in the Company becoming a
privately-held company and the American depositary shares ("ADSs")
of the Company (each representing four ordinary shares of the
Company ("Shares")) will no longer be listed on the New York Stock
Exchange and the American depositary shares program for the ADSs
will terminate. 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,
authorized and approved the Merger Agreement, the Plan of Merger
and the transactions contemplated thereby (including the Merger)
and resolved to recommend that the Company's shareholders and ADS
holders vote FOR, among other things, the proposal to authorize and
approve the Merger Agreement, the Plan of Merger and the
transactions contemplated thereby (including the Merger).
Shareholders of record at the close of business in the
Cayman Islands on April 15, 2016 will be entitled to attend and
vote at the EGM. The record date for ADS holders entitled to
instruct Citibank, N.A., the ADS depositary, to vote the Shares
represented by the ADSs is the close of business in New York City on March
28, 2016. Additional information regarding the EGM and the
Merger Agreement can be found in the transaction statement on
Schedule 13E-3, as amended, and the proxy statement attached
thereto, to be 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, these documents can be obtained,
without charge, by contacting the Company as follows:
Country Style Cooking Restaurant Chain Co., Ltd.
Phone: +86-23-8866-8866
E-mail: ir@csc100.com
SHAREHOLDERS AND ADS HOLDERS 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
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 proxy statement and
Schedule 13E-3 transaction statement relating to the proposed
Merger. Additional 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 Country Style Cooking Restaurant Chain Co.,
Ltd.
Country Style Cooking Restaurant Chain Co., Ltd. (NYSE: CCSC) is
a fast-growing quick service restaurant chain in China, offering delicious, everyday Chinese
food to customers who desire fast and affordable quality meals.
Country Style Cooking directly operates all of its restaurants and
is the largest quick service restaurant chain in Chongqing municipality, home to Sichuan cuisine, one of the best-known Chinese
regional cuisines. Additional information about Country Style
Cooking can be found at http://ir.csc100.com.
Safe Harbor Statements
All statements other than statements of historical fact
contained in this release, including statements regarding future
results of the operations of the Company are forward-looking
statements, which are made under the "safe harbor" provisions of
the U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to a number of risks,
uncertainties and assumptions that could cause actual results to
differ materially. Uncertainties and assumptions, and the
forward-looking events and circumstances discussed in this release
are inherently uncertain and may not occur, and actual results
could differ materially and adversely from those anticipated or
implied in the forward-looking statements. Accordingly, you should
not rely upon forward-looking statements as predictions of future
events. The Company does not undertake any obligation to update
publicly or revise any forward-looking statements for any reason
after the date of this release, nor to conform these statements to
actual results, future events, or to changes in the Company's
expectations.
Contact:
Country Style Cooking Restaurant Chain Co., Ltd.
Phone: +86-23-8866-8866
E-mail: ir@csc100.com
ICR Inc.
Bill Zima
Phone: +86-10-6583-7511 or +1-646-328-2520
E-mail: bill.zima@icrinc.com
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SOURCE Country Style Cooking Restaurant Chain Co., Ltd.