A team of Akin Gump attorneys is advising the Special Committee of Chinese pork and produce processor Zhongpin Inc. in its amended and restated agreement and plan of merger to take the company private.
The amended merger agreement amends the stock-for-cash terms of the agreement, removes provisions allowing the company to initiate alternative transaction proposals from third parties, removes the right of the company to terminate the merger agreement at any time for any reason and reduces the amount of the termination fee payable by the company in specified circumstances.
The merger agreement remains between Zhongpin Inc.; Golden Bridge Holdings Limited, a Cayman Islands exempted company; Golden Bridge Merger Sub Limited, a Delaware corporation and wholly owned subsidiary of Golden Bridge Holdings Limited; and Mr. Xianfu Zhu, the company’s chairman and chief executive officer.
The value of the transaction is $505 million, including the share value to be rolled over, and will be financed through an equity commitment of $85 million from China Wealth Growth Fund I L.P. and a $320 million term loan facility from China Development Bank Corporation Hong Kong Branch.
Zhongpin sells pork products, vegetables and fruits in China. As of the end of 2011, its distribution network in China included around 3,400 retail outlets. The company also exports to Europe and other Asian countries.
Gregory Puff, corporate partner and head of Akin Gump’s Hong Kong office and Asia practice, is leading the legal team advising the special committee.
The transaction is expected to close in the second quarter of 2013 and is subject to certain shareholder provisions.
