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Last Update: 26-Nov-12 08:41 ET
Zhongpin shares soar 15% following merger agreement for $13.50/share
Zhongpin (HOGS $12.63 +1.77) announced that it has entered into a definitive agreement and plan of merger with Golden Bridge Holdings, Golden Bridge Merger Sub Limited, a Delaware corporation and wholly owned subsidiary of Parent and Xianfu Zhu, the co's Chairman and CEO.Each share of the Company common stock issued and outstanding immediately prior to the effective time (other than shares owned by (i) Parent or Merger Sub, (ii) Xianfu Zhu, Baoke Ben, Chaoyang Liu, Qinghe Wang, Shuichi Si and Juanjuan Wang, who are party to an equity contribution agreement with Parent and Holdco pursuant to which they have agreed to contribute their shares of Company common stock to Parent immediately prior to the effective time of the merger, (iii) the Company or any direct or indirect wholly-owned subsidiary of the Company or (iv) stockholders who have properly exercised and perfected appraisal rights will be converted automatically into the right to receive $13.50 in cash. Collectively, the Rollover Holders own ~26% of the co's outstanding common stock. In connection with the merger, each option to purchase Company common stock that is outstanding, whether vested or unvested, shall be cancelled at the effective time of the merger and converted into the right to receive, net of any applicable withholding taxes, cash in an amount equal to the excess of the Per Share Merger Consideration over the exercise price payable per share of Company common stock issuable under each option.
