Washington, D.C. 20549
Zhongpin
Inc.
(Name of the Issuer)
Zhongpin Inc.
Jinqiao Investments Limited
Golden Bridge Holdings Limited
Golden Bridge Merger Sub
China Wealth Growth Fund I.
L.P.
|
Xianfu
Zhu
Baoke Ben
Chaoyang Liu
|
(Names of Persons Filing Statement)
Common
Stock, par value US$0.001 per share
(Title of Class of Securities)
98952K107
(CUSIP Number)
Zhongpin Inc.
No. 21 Changshe Road, City of Changge, Henan
Province, People’s Republic of China
Attention: Wei Sun
Telephone: (86 10) 8455-4188
|
Xianfu Zhu
Baoke Ben
Chaoyang Liu
c/o Zhongpin Inc.
No. 21 Changshe Road, City of Changge, Henan
Province, People’s Republic of China
Attention: Wei Sun
Telephone: (86 10) 8455-4188
|
China Wealth Growth Fund I L.P.
c/o Intertrust Corporate Services (Cayman)
Limited
87 Mary Street, George Town
Grand Cayman
KY 1-9005
Attention: Dan Li
Telephone: (86 10) 8532-5935
|
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
With copies to:
Gregory Puff, Esq.
Akin Gump Strauss Hauer & Feld LLP
Unit 05-07, 36th Floor, Edinburgh Tower, The Landmark
15 Queen's Road Central, Hong Kong
Fax: (852) 3694-3001
|
Peter Huang, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30/F, China World Office 2,
No.1, Jian Guo Men Wai Avenue,
Beijing 100004 China
Fax: (86 10) 6535-5599
|
David J. Roberts
O’Melveny & Myers LLP
Yin Tai Centre, Office Tower, 37
th
Floor
No. 2 Jian Guo Men Wai Avenue
Beijing 100022 China
Fax: (8610) 6563-4201
|
This statement is filed in connection with (check the appropriate
box):
a
|
x
|
The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
|
b
|
¨
|
The filing of a registration statement under the Securities
Act of 1933.
|
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:
x
Check the following box if the filing is a final amendment reporting
the results of the transaction:
¨
Calculation of Filing Fee
Transactional Valuation*
|
Amount of Filing Fee**
|
$372,158,686.50
|
$50,762.44
|
* Calculated solely for the purpose
of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing
fee is calculated based on the sum of (a) the aggregate cash payment of $13.50 per share merger consideration for 27,521,839 outstanding
shares of the issuer subject to the transaction, plus (b) the product of 787,000 shares issuable pursuant to the Company options
multiplied by $0.78 (which is the difference between $13.50 per share merger consideration and the weighted average exercise price
of $12.72 per share ((a) and (b) together, the “Transaction Valuation”).
** The amount of the filing fee, calculated in accordance with
Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2013, was calculated
by multiplying the Transaction Valuation by 0.00013640.
¨
Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the
fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
TABLE OF CONTENTS
Item 1
|
Summary Term Sheet
|
[
●
]
|
Item 2
|
Subject Company Information
|
[
●
]
|
Item 3
|
Identity and Background of Filing Person
|
[
●
]
|
Item 4
|
Terms of the Transaction
|
[
●
]
|
Item 5
|
Past Contracts, Transactions, Negotiations and Agreements
|
[
●
]
|
Item 6
|
Purposes of the Transaction and Plans or Proposals
|
[
●
]
|
Item 7
|
Purposes, Alternatives, Reasons and Effects
|
[
●
]
|
Item 8
|
Fairness of the Transaction
|
[
●
]
|
Item 9
|
Reports, Opinions, Appraisals and Negotiations
|
[
●
]
|
Item 10
|
Source and Amounts of Funds or Other Consideration
|
[
●
]
|
Item 11
|
Interest in Securities of the Subject Company
|
[
●
]
|
Item 12
|
The Solicitation or Recommendation
|
[
●
]
|
Item 13
|
Financial Statements
|
[
●
]
|
Item 14
|
Persons/Assets, Retained, Employed, Compensated or Used
|
[
●
]
|
Item 15
|
Additional Information
|
[
●
]
|
Item 16
|
Exhibits
|
[
●
]
|
INTRODUCTION
This Rule 13E-3 transaction statement on
Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities
and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing
Persons”): (a) Zhongpin Inc., a Delaware corporation (the “Company”), the issuer of the shares of common stock,
par value US$0.001 per share (each, a “Share” and collectively, the “Shares”), that are subject to the
transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Jinqiao Investments Limited, a British Virgin Islands company (“Holdco”);
(c) Golden Bridge Holdings Limited, a Cayman Islands company and a wholly owned subsidiary of Holdco (“Parent”); (d)
Golden Bridge Merger Sub, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); (e) Mr. Xianfu
Zhu, the chairman and chief executive officer of the Company; (f) Mr. Baoke Ben, the executive vice president and a director of
the Company; (g) Mr. Chaoyang Liu, vice president of operations of the Company; and (h) China Wealth Growth Fund I L.P., a Cayman
Islands partnership (“China Wealth”).
On February 8, 2013, Parent, Merger Sub
and the Company entered into an amended and restated agreement and plan of merger (the “merger agreement”), providing
for the merger of Merger Sub with and into the Company (the “merger”), with the Company continuing as the surviving
company after the merger as a wholly owned subsdiary of Parent. Prior to the effective time of the merger, Holdco, Parent and Merger
Sub are beneficially owned by Mr. Xianfu Zhu. At and after the effective time of the merger, Holdco, Parent and the surviving company
will be beneficially owned by Mr. Xianfu Zhu and China Wealth.
If the merger is completed, at the effective
time of the merger, all shares of Company common stock will be cancelled, and, other than as provided below, each share of Company
common stock that has been cancelled will be converted into the right to receive $13.50 in cash (“per share merger consideration”),
without interest and less any applicable withholding taxes. The following shares of Company common stock will not be converted
into the right to receive the per share merger consideration in connection with the merger: (a) shares of common stock owned by
the Company as treasury stock and shares owned by Parent or Merger Sub, including shares contributed to Parent by Mr. Xianfu Zhu,
Mr. Baoke Ben, Mr. Chaoyang Liu, Mr. Qinghe Wang, Mr. Shuichi Si and Ms. Juanjuan Wang (the “Rollover Investors”),
all of which shares of common stock will be canceled at the effective time of the merger without the right to receive any consideration
thereon, and (b) shares of common stock owned by stockholders who have exercised, perfected and not withdrawn a demand for or lost
the right to, appraisal rights under the Delaware General Corporation Law, which shares of common stock will be canceled at the
effective time for the merger and will entitle the former holders thereof to receive the appraised value thereon in accordance
with such holder’s appraisal rights under the Delaware General Corporation Law.
If the merger is completed, immediately
prior to the effective time of the merger each outstanding stock option, whether vested or unvested, will be canceled as of the
effective time of the merger and converted into the right to receive, as soon as reasonably practicable after the completion of
the merger, an amount in cash equal to the excess, if any, of the per share merger consideration ($13.50) over the exercise price
per share of such stock option, without interest and less any required withholding taxes.
The merger remains subject to the satisfaction
or waiver of the conditions set forth in the merger agreement, including obtaining the requisite approval of the stockholders of
the Company. The adoption of the merger agreement requires the affirmative vote of (i) stockholders holding at least a majority
of the outstanding shares of Company common stock at the close of business on the record date and (ii) stockholders holding at
least a majority of the outstanding shares of the Company’s common stock at the close of business on the record date other
than shares owned by Parent, Merger Sub, the Rollover Investors or any of their respective affiliates.
The Company will make available to its stockholders
a proxy statement (the “Proxy Statement,” a copy of which is attached as Exhibit (a)-(1) to this Transaction Statement),
relating to the special meeting of stockholders of the Company, at which the stockholders of the Company will consider and vote
upon, among other proposals, a proposal to adopt the merger agreement and the transactions contemplated by the merger agreement,
including the merger. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion.
The cross-references below are being supplied
pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to
be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained
in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses
to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the
annexes thereto.
All information contained in this Transaction
Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company, is responsible
for the accuracy of any information supplied by any other Filing Person.
The filing of this Transaction Statement
shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled”
by any other Filing Person, or that any Filing Person is an “affiliate” of the Company within the meaning of Rule 13e-3
under Section 13(e) of the Exchange Act.
Item 1 Summary Term Sheet
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
·
“Summary Term Sheet”
·
“Questions and Answers about the Special Meeting and the Merger”
Item 2 Subject Company Information
(a)
Name
and Address
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
·
“Summary Term Sheet—The Parties Involved in the Merger”
(b)
Securities
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“The Special Meeting—Record Date; Stockholders Entitled to Vote; Quorum”
·
“Common Stock Ownership of Management and Certain Beneficial Owners”
(c)
Trading
Market and Price
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
·
“Market Price and Dividend Information”
(d)
Dividends
.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
·
“Market Price and Dividend Information”
(e)
Prior
Public Offering
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
·
“Common Stock Transaction Information – Prior Public Offerings”
(f)
Prior
Stock Purchases
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
·
“Common Stock Transaction Information – Purchases by the Company”
Item 3 Identity and Background of Filing Person
(a)
Name
and Address
. Zhongpin Inc. is the subject company. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
·
“Summary Term Sheet—The Parties Involved in the Merger”
·
“Special Factors—The Parties”
(b)
Business
and Background of Entities
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
·
“Summary Term Sheet—The Parties Involved in the Merger.”
·
“Special Factors – The Parties”
(c)
Business
and Background of Natural Persons
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
·
“Summary Term Sheet—The Parties Involved in the Merger”
·
“Special Factors – Business and Background of Natural Persons Related to the Company”
·
“Special Factors – Business and Background of Natural Persons Related to China Wealth, Parent, Merger Sub and
Holdco”
Item 4 Terms of the Transaction
(a)-(1)
Material Terms —Tender
Offers
. Not applicable.
(a)-(2)
Material Terms —Mergers
or Similar Transactions
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
·
“Summary Term Sheet”
·
“Questions and Answers about the Special Meeting and the Merger”
·
“Special Factors”
·
“The Special Meeting”
·
“The Merger Agreement”
·
“Special Factors—Material United States Federal Income Tax Consequences”
·
“Special Factors—Material PRC Income Tax Consequences”
·
“Annex A—Merger Agreement”
(c)
Different
Terms
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary Term Sheet—Rollover Investors”
·
“Special Factors—Financing of the Merger”
·
“Special Factors – Voting Agreement”
·
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
·
“Special Factors – Relationship Between Us and Mr. Xianfu Zhu and the Rollover Investors”
·
“The Special Meeting—Stock Ownership and Interests of Certain Persons”
·
“The Special Meeting—Vote Required”
·
“The Merger Agreement”
·
“Annex A—Merger Agreement”
(d)
Appraisal
Rights
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary Term Sheet—Appraisal Rights”
·
“Questions and Answers about the Special Meeting and the Merger”
·
“Appaisal Rights”
·
“Annex D – Delaware General Corporation Law Section 262”
(e)
Provisions
for Unaffiliated Security Holders
. The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
·
“Where You Can Find More Information”
(f)
Eligibility
of Listing or Trading.
Not applicable.
Item 5 Past Contracts, Transactions, Negotiations and
Agreements
(a)
Transactions
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Special Factors— Interests of the Company’s Directors and Executive Officers in the Merger”
·
“Common Stock Ownership of Management and Certain Beneficial Owners”
·
“Common Stock Transaction Information”
(b)
Significant
Corporate Events
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Special Factors—Background of the Merger”
·
“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
·
“Special Factors – Purposes and Reasons of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors
for the Merger”
·
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
·
“Special Factors – Relationship Between Us and Mr Xianfu Zhu and the Rollover Investors”
·
“The Merger Agreement”
·
“Annex A—Merger Agreement”
(c)
Negotiations
or Contacts
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Special Factors—Background of the Merger”
·
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
·
“Special Factors – Relationship Between Us and Mr. Xianfu Zhu and the Rollover Investors”
·
“The Merger Agreement”
·
“Annex A— Merger Agreement”
(e)
Agreements
Involving the Subject Company’s Securities
. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
·
“Summary Term Sheet—Financing of the Merger”
·
“Special Factors—Background of the Merger”
·
“Special Factors—Plans for the Company”
·
“Special Factors—Financing of the Merger”
·
“Special Factors— Interests of the Company’s Directors and Executive Officers in the Merger”
·
“Special Factors— Stock Ownership and Interests of Certain Persons”
·
“The Merger Agreement”
·
“Common Stock Ownership of Management and Certain Beneficial Owners”
·
“Common Stock Transaction Information”
·
“The Special Meeting—Stock Ownership and Interests of Certain Persons”
·
“Annex A— Merger Agreement”
Item 6 Purposes of the Transaction and Plans or Proposals
(b)
Use
of Securities Acquired
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
·
“Summary Term Sheet”
·
“Questions and Answers about the Special Meeting and the Merger”
·
“Special Factors—Purposes and Reasons of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors
for the Merger”
·
“Special Factors—Certain Effects of the Merger”
·
“Annex A—Merger Agreement”
(c)(1)-(8)
Plans
. The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary Term Sheet—Certain Effects of the Merger”
·
“Summary Term Sheet—Plans for the Company”
·
“Summary Term Sheet—Financing of the Merger”
·
“Special Factors—Overview of the Transaction”
·
“Special Factors—Background of the Merger”
·
“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
·
“Special Factors— Purposes and Reasons of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors
for the Merger”
·
“Special Factors—Certain Effects of the Merger”
·
“Special Factors—Plans for the Company”
·
“Special Factors—Financing of the Merger”
·
“Special Factors—Voting Agreement”
·
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
·
“The Merger Agreement”
·
“Market Price and Dividend Information”
·
“Annex A—Merger Agreement”
Item 7 Purposes, Alternatives, Reasons and Effects
(a)
Purposes
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary Term Sheet—Purposes and Effects of the Merger”
·
“Summary Term Sheet—Plans for the Company”
·
“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
·
“Special Factors— Purposes and Reasons of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors
for the Merger”
·
“Special Factors – Certain Effects of the Merger”
·
“Special Factors – Alternatives to Merger”
·
“Special Factors – Effects on the Company if Merger is not Completed”
(b)
Alternatives
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Special Factors—Background of the Merger”
·
“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
·
“Special Factors— Purposes and Reasons of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors
for the Merger”
·
“Special Factors – Positions of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors Regarding
the Fairness of the Merger”
·
“Special Factors—Alternatives to the Merger”
·
“Special Factors—Effects on the Company if the Merger is not Completed”
(c)
Reasons
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary Term Sheet—Purposes and Effects of the Merger”
·
“Special Factors—Background of the Merger”
·
“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
·
“Special Factors— Purposes and Reasons of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors
for the Merger”
·
“Special Factors – Positions of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors Regarding
the Fairness of the Merger”
·
“Special Factors—Effect of the Merger on the Company”
(d)
Effects
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary Term Sheet—Certain Effects of the Merger”
·
“Special Factors—Background of the Merger”
·
“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
·
“Special Factors— Purposes and Reasons of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors
for the Merger”
·
“Special Factors—Certain Effect of the Merger”
·
“Special Factors—Effects on the Company if Merger is not Completed”
·
“Special Factors—Plans for the Company”
·
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
·
“The Merger Agreement”
·
“Speicial Factors—Material United States Federal Income Tax Consequences”
·
“Speicial Factors—Material PRC Income Tax Consequences”
·
“Annex A—Merger Agreement”
Item 8 Fairness of the Transaction
(a)-(b)
Fairness; Factors Considered
in Determining Fairness
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
·
“Summary Term Sheet —Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending
the Adoption of the Merger Agreement; Fairness of the Merger”
·
“Summary Term Sheet— Positions of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors Regarding
the Fairness of the Merger”
·
“Special Factors—Background of the Merger”
·
“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
·
·
“Special Factors—Opinion of Cowen and Company (Asia) Limited, Financial Advisor to the Special Committee”
·
“Special Factors—Opinion of Duff & Phelps, LLC, Financial Advisor to the Special Committee”
·
“Special Factors – Positions of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors Regarding
the Fairness of the Merger”
·
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
·
“Annex B— Opinion of Cowen and Company (Asia) Limited”
·
“Annex C – Opinion of Duff & Phelps, LLC”
(c)
Approval
of Security Holders
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
·
“Summary Term Sheet—Stockholders Entitled to Vote; Vote Required to Adopt the Merger Agreement”
·
“Questions and Answers about the Special Meeting and the Merger”
·
“The Special Meeting—Vote Required”
(d)
Unaffiliated
Representative
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Special Factors—Background of the Merger”
·
“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
·
“Special Factors—Opinion of Cowen and Company (Asia) Limited, Financial Advisor to the Special Committee”
·
“Special Factors—Opinion of Duff & Phelps, LLC, Financial Advisor to the Special Committee”
·
“Annex B— Opinion of Cowen and Company (Asia) Limited”
·
“Annex C – Opinion of Duff & Phelps, LLC”
(e)
Approval
of Directors
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary Term Sheet— Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending
the Adoption of the Merger Agreement; Fairness of the Merger”
·
“Questions and Answers about the Special Meeting and the Merger”
·
“Special Factors—Background of the Merger”
·
“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
(f)
Other
Offers
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Special Factors—Background of the Merger”
·
“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
·
“Special Factors—Alternatives to the Merger”
Item 9 Reports, Opinions, Appraisals and Negotiations
(a)
Report,
Opinion or Appraisal
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
·
“Summary Term Sheet—Opinion of Cowen and Company (Asia) Limited, Financial Advisor to the Special Committee”
·
“Summary Term Sheet—Opinion of Duff & Phelps, LLC, Financial Advisor to the Special Committee”
·
“Special Factors—Background of the Merger”
·
“Special Factors—Opinion of Cowen and Company (Asia) Limited, Financial Advisor to the Special Committee”
·
“Special Factors—Opinion of Duff & Phelps, LLC, Financial Advisor to the Special Committee”
·
“Annex B— Opinion of Cowen and Company (Asia) Limited”
·
“Annex C – Opinion of Duff & Phelps, LLC”
(b)
Preparer
and Summary of the Report, Opinion or Appraisal
. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
·
“Special Factors—Opinion of Cowen and Company (Asia) Limited, Financial Advisor to the Special Committee”
·
“Special Factors—Opinion of Duff & Phelps, LLC, Financial Advisor to the Special Committee”
·
“Annex B— Opinion of Cowen and Company (Asia) Limited”
·
“Annex C – Opinion of Duff & Phelps, LLC”
(c)
Availability of Documents
.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
·
“Where You Can Find More Information”
·
“Annex B— Opinion of Cowen and Company (Asia) Limited”
·
“Annex C – Opinion of Duff & Phelps, LLC”
The reports, opinions or appraisals referenced
in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular
business hours by any interested holder of the Shares and ADSs or his, her or its representative who has been so designated in
writing.
Item 10 Source and Amounts of Funds or Other Consideration
(a)
Source
of Funds
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
·
|
“Summary Term Sheet—Financing of the Merger”
|
|
·
|
“Special Factors—Financing of the Merger”
|
·
“The Merger Agreement”
·
“Annex A—Merger Agreement”
(b)
Conditions
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary Term Sheet—Financing of the Merger”
·
“Special Factors—Financing of the Merger”
(c)
Expenses
. The information
set forth in the Proxy Statement under the following caption is incorporated herein by reference:
·
“Special Factors—Estimated Fees and Expenses”
(d)
Borrowed
Funds.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary Term Sheet—Financing of the Merger”
·
“Special Factors – Plans for the Company”
·
“Special Factors—Financing of the Merger”
Item 11 Interest in Securities of the Subject Company
(a)
Securities Ownership
. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
·
“Common Stock Ownership of Management and Certain Beneficial Owners”
(b)
Securities
Transaction
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
·
“Common Stock Transaction Information”
Item 12 The Solicitation or Recommendation
(d)
Intent
to Tender or Vote in a Going-Private Transaction
. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
·
“Questions and Answers about the Special Meeting and the Merger”
·
“Special Factors – Voting Agreement”
·
“The Special Meeting—Vote Required”
·
“The Special Meeting – Stock Ownership and Interests of Certain Persons”
·
“Common Stock Ownership of Management and Certain Beneficial Owners”
(e)
Recommendations
of Others
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary Term Sheet—Recommendations of Our Board of Directors and Special Committee; Reasons for Recommending
the Adoption of the Merger Agreement; Fairness of the Merger”
·
“Summary Term Sheet—Positions of China Wealth, Parent, Merger Sub and the Rollover Investors Regarding the Fairness
of the Merger”
·
“Special Factors— Recommendations of Our Board of Directors and Special Committee; Reasons for Recommending
the Adoption of the Merger Agreement; Fairness of the Merger”
·
“Special Factors— Positions of China Wealth, Parent, Merger Sub and the Rollover Investors Regarding the Fairness
of the Merger”
·
“The Special Meeting—Recommendation of Our Board of Directors and Special Committee”
Item 13 Financial Statements
(a)
Financial
Information
. The audited financial statements of the Company for the two years ended December 31, 2010 and 2011 are incorporated
herein by reference to the Company’s Form 10-K for the year ended December 31, 2011 filed on March 15, 2012 (see page F-1
and following pages).
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
·
“Selected Financial Information”
·
“Where You Can Find More Information”
(b)
Pro
Forma Information
. Not applicable.
Item 14 Persons/Assets, Retained, Employed, Compensated
or Used
(a)
Solicitation
or Recommendations
. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
·
“The Special Meeting—Solicitation of Proxies”
(b)
Employees
and Corporate Assets
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
·
“Summary Term Sheet—The Parties Involved in the Merger”
·
“Special Factors – The Parties”
·
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
Item 15 Additional Information
(b)
Other
Material Information
. The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein
by reference.
Item 16 Exhibits
(a)-(1) Preliminary Proxy Statement
of the Company dated , 2013, incorporated by reference to the Schedule 14A filed with the Securities and Exchange Commission on
March 15, 2013 (the “Proxy Statement”).
(a)-(2) Notice of Special Meeting of Stockholders
of the Company, incorporated herein by reference to the Proxy Statement.
(a)-(3) Form of Proxy Card, incorporated
herein by reference to the Proxy Statement.
(a)-(4) Press Release issued by the Company,
dated March 27, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company
to the SEC on March 27, 2012.
(a)-(5) Press Release issued by the Company,
dated April 13, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company
to the SEC on April 13, 2012.
(a)-(6) Press Release issued by the Company,
dated May 10, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company
to the SEC on May 10, 2012.
(a)-(7) Press Release issued by the Company,
dated November 26, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company
to the SEC on November 26, 2012.
(a)-(8) Press Release issued by the Company,
dated January 14, 2013, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company
to the SEC on January 14, 2013.
(a)-(9) Press Release issued by the Company,
dated February 8, 2013, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company
to the SEC on February 8, 2013.
(b)-(1) Facility agreement, dated as of
November 26, 2012, by and among Parent and China Development Bank Corporation Hong Kong Branch, incorporated herein by reference
to Exhibit 7.03 to Schedule 13D filed with the SEC on December 6, 2012.
(b)-(2) Commitment Letter, dated November
26, 2012, by China Wealth Growth Fund I L.P. in favor of Holdco, incorporated herein by reference to Exhibit 7.04 to Schedule 13D
filed with the SEC on December 6, 2012.
(c)-(1) Opinion of Cowen and Company (Asia)
Limited, dated February 8, 2013, incorporated herein by reference to Annex B to the Proxy Statement.
(c)-(2) Discussion Materials prepared by
Cowen and Company (Asia) Limited for discussion with the Special Committee, dated February 8, 2013.
(c)-(3) Opinion of Duff & Phelps, LLC,
dated February 8, 2013, incorporated herein by reference to Annex C to the Proxy Statement.
(c)-(4) Discussion Materials prepared by
Duff & Phelps, LLC for discussion with the Special Committee, dated February 8, 2013.
(d)-(1) Amended and Restated Agreement and
Plan of Merger, dated as of February 8, 2013, among the Company, Parent, Merger Sub and Mr. Xianfu Zhu, incorporated herein by
reference to Annex A to the Proxy Statement.
(d)-(2) Contribution Agreement, dated as
of November 26, 2012, by and among Holdco, Parent and the Rollover Investors, incorporated herein by reference to Exhibit 7.05
to Schedule 13D filed with the SEC on December 6, 2012.
(d)-(3) Voting Agreement, dated as of November
26, 2012, by and among the Rollover Investors and Parent, incorporated herein by reference to Exhibit 7.06 to Schedule 13D filed
with the SEC on December 6, 2012.
(d)-(4) Limited Guaranty, dated as of November
26, 2012, by Mr. Xianfu Zhu in favor of the Company, incorporated herein by reference to Exhibit 7.07 to Schedule 13D filed with
the SEC on December 6, 2012.
(d)-(5) Limited Guaranty, dated as of November
26, 2012, by China Wealth Growth Fund I L.P. in favor of the Company, incorporated herein by reference to Exhibit 7.08 to Schedule
13D filed with the SEC on December 6, 2012.
(f)-(1) Delaware General Corporation Law
Section 262, incorporated herein by reference to Annex D to the Proxy Statement.
(g) Not applicable.
SIGNATURES
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 15, 2013
|
Zhongpin Inc.
|
|
|
|
By:
|
/s/ Feng Wang
|
|
|
Feng Wang
Chief Financial Officer
|
|
Jinqiao Investments Limited
|
|
|
|
By:
|
/s/ Xianfu Zhu
|
|
|
Xianfu
Zhu
Director
|
|
Golden Bridge Holdings Limited
|
|
|
|
By:
|
/s/ Xianfu Zhu
|
|
|
Xianfu Zhu
Director
|
|
Golden Bridge Merger Sub
|
|
|
|
By:
|
/s/ Xianfu Zhu
|
|
|
Xianfu Zhu
Director
|
|
Xianfu Zhu
|
|
|
|
By:
|
/s/ Xianfu Zhu
|
|
China Wealth Growth Fund I L.P.
|
|
|
|
|
|
By:
|
ZT China Wealth
|
|
|
Mangement Limited, as
|
|
|
general partner
|
|
|
|
By:
|
/s/ Dongfang Wang
|
|
|
Name: Dongfang
Wang
Title: Director
|
|
Baoke Ben
|
|
|
|
By:
|
/s/ Baoke Ben
|
|
Chaoyang Liu
|
|
|
|
By:
|
/s/ Chaoyang Liu
|
Exhibit
Index
(a)-(1) Preliminary Proxy Statement
of the Company dated , 2013, incorporated by reference to the Schedule 14A filed with the Securities and Exchange Commission on
March 15, 2013 (the “Proxy Statement”).
(a)-(2) Notice of Special Meeting of Stockholders
of the Company, incorporated herein by reference to the Proxy Statement.
(a)-(3) Form of Proxy Card, incorporated
herein by reference to the Proxy Statement.
(a)-(4) Press Release issued by the Company,
dated March 27, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company
to the SEC on March 27, 2012.
(a)-(5) Press Release issued by the Company,
dated April 13, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company
to the SEC on April 13, 2012.
(a)-(6) Press Release issued by the Company,
dated May 10, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company
to the SEC on May 10, 2012.
(a)-(7) Press Release issued by the Company,
dated November 26, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company
to the SEC on November 26, 2012.
(a)-(8) Press Release issued by the Company,
dated January 14, 2013, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company
to the SEC on January 14, 2013.
(a)-(9) Press Release issued by the Company,
dated February 8, 2013, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company
to the SEC on February 8, 2013.
(b)-(1) Facility agreement, dated as of
November 26, 2012, by and among Parent and China Development Bank Corporation Hong Kong Branch, incorporated herein by reference
to Exhibit 7.03 to Schedule 13D filed with the SEC on December 6, 2012.
(b)-(2) Commitment Letter, dated November
26, 2012, by China Wealth Growth Fund I L.P. in favor of Holdco, incorporated herein by reference to Exhibit 7.04 to Schedule 13D
filed with the SEC on December 6, 2012.
(c)-(1) Opinion of Cowen and Company (Asia)
Limited, dated February 8, 2013, incorporated herein by reference to Annex B to the Proxy Statement.
(c)-(2) Discussion Materials prepared by
Cowen and Company (Asia) Limited for discussion with the Special Committee, dated February 8, 2013.
(c)-(3) Opinion of Duff & Phelps, LLC,
dated February 8, 2013, incorporated herein by reference to Annex C to the Proxy Statement.
(c)-(4) Discussion Materials prepared by
Duff & Phelps, LLC for discussion with the Special Committee, dated February 8, 2013.
(d)-(1) Amended and Restated Agreement and
Plan of Merger, dated as of February 8, 2013, among the Company, Parent, Merger Sub and Mr. Xianfu Zhu, incorporated herein by
reference to Annex A to the Proxy Statement.
(d)-(2) Contribution Agreement, dated as
of November 26, 2012, by and among Holdco, Parent and the Rollover Investors, incorporated herein by reference to Exhibit 7.05
to Schedule 13D filed with the SEC on December 6, 2012.
(d)-(3) Voting Agreement, dated as of November
26, 2012, by and among the Rollover Investors and Parent, incorporated herein by reference to Exhibit 7.06 to Schedule 13D filed
with the SEC on December 6, 2012.
(d)-(4) Limited Guaranty, dated as of November
26, 2012, by Mr. Xianfu Zhu in favor of the Company, incorporated herein by reference to Exhibit 7.07 to Schedule 13D filed with
the SEC on December 6, 2012.
(d)-(5) Limited Guaranty, dated as of November
26, 2012, by China Wealth Growth Fund I L.P. in favor of the Company, incorporated herein by reference to Exhibit 7.08 to Schedule
13D filed with the SEC on December 6, 2012.
(f)-(1) Delaware General Corporation Law
Section 262, incorporated herein by reference to Annex D to the Proxy Statement.
(g) Not applicable.
Zhongpin Inc. (MM) (NASDAQ:HOGS)
Gráfico Histórico do Ativo
De Ago 2024 até Set 2024
Zhongpin Inc. (MM) (NASDAQ:HOGS)
Gráfico Histórico do Ativo
De Set 2023 até Set 2024