WENLING, China, Nov. 23,
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 the completion of the merger (the
"Merger") with Fuling MergerCo Inc., an exempted company with
limited liability incorporated under the law of the Cayman Islands and a wholly-owned subsidiary
of Fuling ParentCo Inc., an exempted company with limited liability
incorporated under the law of the Cayman
Islands ("Parent"), pursuant to the previously announced
agreement and plan of merger, dated as of September 1, 2020 (the "Merger Agreement"), by
the Company, Parent and Merger Sub. As a result of the Merger, the
Company became a wholly-owned subsidiary of Parent and will cease
to be a publicly traded company.
In accordance with the terms of the Merger Agreement, which was
approved by the Company's shareholders at an extraordinary general
meeting held on November 20, 2020,
each ordinary share of the Company, par value $0.001 per share (each, a "Share" and
collectively, the "Shares"), issued and outstanding immediately
prior to the effective time of the Merger (the "Effective Time")
has been cancelled and ceased to exist in exchange for the right to
receive US$2.35 in cash without
interest (the "Merger Consideration"), except for: (a) the Excluded
Shares (as defined in the Merger Agreement); and (b) Shares held by
shareholders who have validly exercised and not effectively
withdrawn or lost their rights to dissent from the Merger in
accordance with Section 238 of the Companies Law of the
Cayman Islands, which were
cancelled and ceased to exist in exchange for the right to receive
the payment of the fair value of those dissenting shares in
accordance with the provisions of Section 238 of the Companies Law
of the Cayman Islands.
Registered shareholders immediately prior to the Effective Time
who are entitled to the Merger Consideration will receive from the
paying agent a letter of transmittal and instructions on how to
surrender their Shares in exchange for the Merger Consideration in
respect of each Share held thereby, and should wait to receive the
letter of transmittal before surrendering their Shares.
The Company requested that trading of its Shares on the NASDAQ
Capital Market ("NASDAQ") be suspended as of beginning of business
on November 23, 2020, U.S. Eastern
Time. The Company requested that NASDAQ file a Form 25 with the
Securities and Exchange Commission (the "SEC") notifying the SEC of
the delisting of its Shares on the NASDAQ and the deregistration of
the Company's registered securities. The Company intends to suspend
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 20-F and Form 6-K, will be suspended
immediately as of the filing date of the Form 15 and will cease
once the deregistration becomes effective.
In connection with the Merger, Houlihan
Lokey (China) Limited is
serving as the financial advisor to the special committee of the
board of directors of the Company (the "Special Committee"); King
& Wood Mallesons, LLP is serving as the U.S. legal counsel to
the Special Committee; Conyers Dill
& Pearman is serving as the Cayman
Islands legal counsel to the Special Committee and the
Company; and Kaufman & Canoles, P.C. is serving as the U.S.
legal counsel to the Company.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as the
U.S. legal counsel to the buyer group.
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. 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.
