0001144204-13-032462.txt : 20130531 0001144204-13-032462.hdr.sgml : 20130531 20130531060408 ACCESSION NUMBER: 0001144204-13-032462 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130531 DATE AS OF CHANGE: 20130531 EFFECTIVENESS DATE: 20130531 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33593 FILM NUMBER: 13883440 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 DEFA14A 1 v346675_defa14a.htm DEFA14A

  

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

_______________

 

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement  
o Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement  
x Definitive Additional Materials  
o Soliciting Material Pursuant to §240.14a-12  
           

 

 

Zhongpin Inc.

_______________

(Name of Registrant as Specified in its Charter)

 

_______________

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

xNo fee required.

 

¨Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)Title of each class of securities to which transaction applies:

  

(2)Aggregate number of securities to which transaction applies:

   

(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

  

(4)Proposed maximum aggregate value of transaction:

  

(5)Total fee paid:

  

¨Fee paid previously with preliminary materials.

 

¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-1l(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)Amount Previously Paid:

  

(2)Form, Schedule or Registration Statement No.:

  

(3)Filing Party:

  

(4)Date Filed

 

 

 
 

 

 

REMINDER – YOUR VOTE IS VERY IMPORTANT

 

 

May 31, 2013

 

Dear Shareholder:

 

We are asking you to vote “FOR” the proposal to approve the merger of Zhongpin Inc. (the “Company”) with Golden Bridge Merger Sub Limited, which is owned by Mr. Xianfu Zhu, our Chairman and Chief Executive Officer.

 

In order for you to receive US$13.50 in cash for each share that you own, we need your support. The merger cannot be completed unless we receive the affirmative vote from (i) stockholders holding at least a majority of the outstanding shares of the Company’s common stock at the close of business on May 23, 2013, 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 Mr. Xianfu Zhu, Mr. Baoke Ben, Mr. Chaoyang Liu, Mr. Qinghe Wang, Mr. Shuichi Si and Ms. Juanjuan Wang (collectively, the “Rollover Investors”). The terms of the merger (including information on the Rollover Investors) are fully described in the proxy materials that were previously sent to you.

 

If you do not vote, it will have the same effect as a vote against the proposal to adopt the merger agreement. Your vote is important to us and we need your support. Therefore, regardless of the number of shares you own, it is important they be represented at the meeting.

 

Our board of directors recommends that you vote “FOR” the proposal to adopt the merger agreement.

To be sure your vote is counted in favor of the merger please take a brief moment to cast your vote. The meeting is being held at 10:00 a.m., Beijing time, on June 27, 2013. Time is short — vote today!

 

Follow the simple instructions on the enclosed proxy voting form to vote your shares by phone, Internet or by mail. Remember, your broker cannot vote your shares without your instructions and a failure to vote on the merger proposal is the same as a vote against the $13.50 per share cash merger.

 

If you have any questions relating to the voting your shares, please call MacKenzie Partners, the Company’s proxy solicitor, at +(212) 929-5500 (collect) or at (800) 322-2885 (toll free in North America). If you reside outside North America, you may also call +44 (0) 203 178 8057.

 

Thank you in advance for your support and for acting promptly.

 

 

 

 

Additional Information about the Merger

 

 The Company has filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”). INVESTORS AND STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY STATEMENT AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC CONTAINING INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS. Stockholders can obtain copies of the proxy statement, as well as 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, requests for additional copies of the definitive proxy statement should be directed to MacKenzie Partners at +1 (212) 929-5500 (collect) or (800) 322-2885 (toll free in North America) or +44 (0) 203 178 8057 (from other countries).

 

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.