Item 4 is hereby amended and restated in its entirety to read as follows:
On December 19, 2012, the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement) with Giovanna Parent Limited, a Cayman Islands company (Parent) and Giovanna Acquisition Limited, a Cayman Islands company and a wholly owned subsidiary of Parent (Merger Sub). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving corporation and wholly owned subsidiary of Parent (the Merger). At the effective time of the Merger (the Effective Time), each of Issuers Ordinary Shares issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$5.50 in cash without interest and net of any applicable withholding taxes, and each ADS issued and outstanding immediately prior to the Effective Time will represent the right to surrender the ADS in exchange for US27.50 in cash without interest and net of any applicable withholding taxes, other than certain excluded Ordinary Shares (including the ADS that represent such Ordinary Shares) including, without limitation, the Rollover Shares (defined below), which will be exchanged for ordinary shares of Giovanna Group Holdings Limited (Holdco), which indirectly owns 100% of the equity interests of Parent. Consummation of the Merger is subject to the satisfaction or waiver of various conditions set forth in the Merger Agreement including obtaining the requisite approval of the Issuers shareholders.
In connection with the Merger, Fosun International, Holdco and Parent entered into a Rollover Agreement, dated December 19, 2012 (the Rollover Agreement), pursuant to which Fosun International agreed, subject to certain conditions, to deliver to Parent an aggregate of 14,545,455 ADSs representing 72,727,275 Ordinary Shares (collectively, the Rollover Shares) for cancellation in connection with the closing of the Merger and subscribe for 174,084 ordinary shares of Holdco (the Holdco Shares). Under the terms of the Rollover Agreement, Fosun International and Holdco shall negotiate in good faith the terms and conditions of a shareholders agreement relating to corporate governance and other matters concerning Holdco, provided that the terms and conditions shall be substantially consistent with the terms set forth in a schedule attached to the Rollover Agreement. The Rollover Agreement will terminate immediately upon the valid termination of the Merger Agreement. This summary of the Rollover Agreement does not purport to be complete and is qualified in its entirety by reference to the Rollover Agreement, which is attached hereto as Exhibit 99.11 and incorporated by reference in its entirety into this Item 4.
In connection with the Merger, Parent and certain shareholders of Issuer (each, a Shareholder), including Fosun International and the Separately Filing Group Members entered into a Voting Agreement, dated December 19, 2012 (the Voting Agreement). Pursuant to the Voting Agreement, each Shareholder agreed to, among other things, vote or cause to be voted (including by proxy or written resolution, if applicable) its Ordinary Shares (including Ordinary Shares represented by ADSs) in favor of the approval of the Transactions and against, among other matters, any competing acquisition proposal, at any meeting of the Issuers shareholders. Also pursuant to the Voting Agreement, each Shareholder appointed Parent, and any designee of Parent, as its proxy and attorney-in-fact, with full power of substitution, to vote or cause to be voted (including by proxy or written resolution, if applicable) its Ordinary Shares (including Ordinary Shares represented by ADSs) in connection with the matters contemplated by and in compliance with the express provisions of the Voting Agreement. Each Shareholder further agreed, during the term of the Voting Agreement, not to sell, transfer, pledge, or otherwise dispose of any Ordinary Shares it holds, except as provided in the rollover agreement to which it is party. The obligations under the Voting Agreement terminate upon the earlier to occur of (a) the closing of the Merger or (b) the date of termination of the Merger Agreement. This summary of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is attached hereto as Exhibit 99.12 and incorporated by reference in its entirety into this Item 4.
Other than as described in this Item 4, and except as otherwise disclosed herein or in the Rollover Agreement and the Voting Agreement, Fosun International currently has no plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. Fosun International may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the ADSs beneficially owned by Fosun International, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that Fosun International will take any of the actions set forth above.
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