0001144204-13-031750.txt : 20130528 0001144204-13-031750.hdr.sgml : 20130527 20130528130036 ACCESSION NUMBER: 0001144204-13-031750 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130528 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130528 DATE AS OF CHANGE: 20130528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZHONGPIN INC. CENTRAL INDEX KEY: 0001277092 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 542100419 STATE OF INCORPORATION: DE FISCAL YEAR END: 0216 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33593 FILM NUMBER: 13874268 BUSINESS ADDRESS: STREET 1: 21 CHANGSHE ROAD STREET 2: CHANGGE CITY, CITY: HENAN PROVINCE STATE: F4 ZIP: 461500 BUSINESS PHONE: (86) 10-84554188 MAIL ADDRESS: STREET 1: ROOM 902, BUILDING F, PHOENIX PLACE, STREET 2: A5 SHUGUANGXILI, CHAOYANG DISTRICT, CITY: BEIJING, STATE: F4 ZIP: 100028 FORMER COMPANY: FORMER CONFORMED NAME: STRONG TECHNICAL INC DATE OF NAME CHANGE: 20040121 8-K 1 v346309_8k.htm FORM 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 ______________________

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  May 28, 2013

 

Zhongpin Inc.

 (Exact name of registrant as specified in charter)

         

Delaware

(State or other jurisdiction

of incorporation)

  

001-33593

(Commission

File Number)

  

54-2100419

(IRS Employer

Identification No.)

 

 

     

21 Changshe Road, Changge City, Henan Province

People’s Republic of China

(Address of principal executive offices)

  

 461500

 

(Zip Code)

 

011 86 10-8455 4188

(Registrant’s telephone number, including area code)

 

 Not applicable

(Former name or former address, if changed since last report)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x

 

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 
 

 

Item 8.01.Other Events.

 

On May 28, 2013, Zhongpin Inc. issued a press release announcing the record date and meeting date for a special meeting of its stockholders. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

  Exhibit No. Document
  99.1 Press Release of Zhongpin Inc., dated May 28, 2013.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ZHONGPIN INC.

(Registrant)

 

  
       
Dated: May 28, 2013 By: /s/ Feng Wang  
    Name:   Feng Wang  
    Title:  Chief Financial Officer  
       

   

 
 

 

EXHIBIT INDEX

 

  Exhibit No. Document
  99.1 Press Release of Zhongpin Inc., dated May 28, 2013.

 

 

 

 

 

 EX-99.1 2 v346309_ex99-1.htm EXHIBIT 99.1

 

Zhongpin Announces Record Date and Meeting Date for Special Meeting of Stockholders

 

BEIJING, China, May 28, 2013 – Zhongpin Inc. ("Zhongpin" or the "Company," Nasdaq: HOGS), a leading meat and food processing company in the People's Republic of China, today announced that the Company has called a special meeting of its stockholders (the “Special Meeting”), to be held on June 27, 2013, at 10:00 a.m. (local time), at 21 Changshe Road, Changge City, Henan Province, People’s Republic of China 461500, to consider and vote on the proposal to adopt the previously announced Amended and Restated Agreement and Plan of Merger, dated February 8, 2013 (the “Merger Agreement”), by and among Golden Bridge Holdings Limited (the “Parent”), Golden Bridge Merger Sub Limited (the “Merger Sub”), Mr. Xianfu Zhu and the Company.

 

Under the terms of the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company after the merger as a wholly owned subsidiary of Parent (the “Merger”). If completed, the proposed Merger will result in (i) the Company’s unaffiliated stockholders receiving $13.50 per share in cash, without interest, for their shares of common stock of the Company, (ii) the Company becoming a privately-held company and (iii) the common stock of the Company no longer being listed on the Nasdaq Stock Market. 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, approved the Merger Agreement and resolved to recommend that the Company’s stockholders vote to adopt the Merger Agreement.

 

Stockholders of record as of the close of business on May 23, 2013, the record date for the Special Meeting, are entitled to receive notice of the Special Meeting and to vote the shares of common stock of the Company owned by them at the Special Meeting. Additional information regarding the Special Meeting and the Merger Agreement can be found in the transaction statement on Schedule 13E-3 and the definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (“SEC”) on May 28, 2013, 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 (http://www.sec.gov) or at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, holders of shares of common stock of the Company as of the record date will receive the definitive proxy statement by mail. Requests for additional copies of the definitive proxy statement should be directed to MacKenzie Partners, the Company’s proxy solicitor, at +1 (212) 929-5500 (collect) or (800) 322-2885 (toll free in North America) or +44 (0) 203 178 8057 (from other countries). INVESTORS AND STOCKHOLDERS 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 stockholders 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 definitive proxy statement and Schedule 13E-3 transaction statement relating to the proposed Merger. Further 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 Zhongpin Inc.

 

Zhongpin Inc. is a leading meat and food processing company that specializes in pork and pork products, vegetables, and fruits in China. Its distribution network in China covers 20 provinces plus Beijing, Shanghai, Tianjin, and Chongqing and includes 3,502 retail outlets as of March 31, 2013. Zhongpin's export markets include Europe, Hong Kong, and other countries in Asia.

For more information about Zhongpin, please visit Zhongpin's website at http://www.zpfood.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. Such statements include, among others, those concerning expected benefits and costs of the proposed Merger; management plans relating to the Merger; the expected timing of the completion of the Merger; the parties’ ability to complete the Merger considering the various closing conditions, including any conditions related to regulatory approvals, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. 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:

 

Zhongpin Inc.

 

Mr. Sterling Song (English and Chinese)
Director of Investor Relations
Telephone +86 10 8455 4188 extension 106 in Beijing
ir@zhongpin.com

 

Mr. Warren (Feng) Wang (English and Chinese)
Chief Financial Officer
Telephone +86 10 8455 4388 in Beijing
warren.wang@zhongpin.com

 

Christensen

 

Mr. Victor Kuo (English and Chinese)
Telephone +86 10 5826 4939 in Beijing
vkuo@christensenir.com

 

Mr. Tom Myers (English)
Mobile +86 139 1141 3520 in Beijing
tmyers@christensenir.com