Feihe International, Inc. Announces Formation of Special Committee and Retention of Advisors
November 07 2012 - 5:00AM
Marketwired
Feihe International, Inc. (NYSE: ADY) ("Feihe" or the "Company"),
one of the leading producers and distributors of premium infant
formula, milk powder, and soybean, rice and walnut products in
China, today announced that its board of directors has formed a
special committee (the "Special Committee"), comprised of three
independent directors of the Company, Mr. Kirk Downing, Mr. David
Dong and Ms. Xiaofei Ren, to consider the previously announced
non-binding proposal (the "Proposal") received by the Company's
board of directors on October 3, 2012 from the Company's Chairman
and Chief Executive Officer, Mr. You-Bin Leng ("Mr. Leng"), and an
affiliate of Morgan Stanley Private Equity Asia ("MSPEA"), the
private equity arm of Morgan Stanley. The Special Committee has
retained Oppenheimer & Co. Inc. ("Oppenheimer") as its
financial advisor and O'Melveny & Myers LLP ("O'Melveny") as
its international legal counsel to assist it in considering the
Proposal.
As authorized by the Company's board of directors, the Special
Committee, with the assistance of Oppenheimer and O'Melveny, shall
exclusively evaluate and, if appropriate, negotiate the Proposal on
behalf of the Company, which contemplates Mr. Leng, MSPEA and any
other members of their buyer consortium acquiring all of the
outstanding shares of common stock of the Company not currently
owned by Mr. Leng (and possibly other rollover shareholders) in a
going private transaction for $7.40 per share of common stock in
cash, subject to certain conditions (the "Proposed Transaction").
Oppenheimer and O'Melveny will also, if appropriate, assist the
Special Committee in reviewing and evaluating additional proposals
that may be made by Mr. Leng, MSPEA or other parties, if any.
The Special Committee has not set a definitive timetable for the
completion of its evaluation of the Proposed Transaction or any
other alternative transaction (if any) and does not currently
intend to announce developments unless and until an agreement has
been reached. However, there can be no assurance that any
definitive offer will be made, that any agreement will be executed
or that the Proposed Transaction or any other transaction will be
approved or consummated.
About Feihe International, Inc.
Feihe International, Inc. (NYSE: ADY) is one of the leading
producers and distributors of premium infant formula, milk powder,
and soybean, rice and walnut products in the People's Republic of
China. Feihe conducts operations in China through its wholly owned
subsidiary, Feihe Dairy, and other subsidiaries. Founded in 1962,
Feihe Dairy is headquartered in Beijing, China, and has processing
and distribution facilities in Kedong, Qiqihaer, Gannan, Longjiang,
Shanxi, and Langfang. Using proprietary processing techniques,
Feihe makes products that are specially formulated for particular
ages, dietary needs and health concerns. Feihe has over 200
company-owned milk collection stations, six production facilities
with an aggregate milk powder production capacity of approximately
2,020 tons per day and an extensive distribution network that
reaches over 80,000 retail outlets throughout China. For more
information about Feihe International, Inc., please visit
http://ady.feihe.com.
Cautionary Note Regarding Forward-Looking
Statements
This document contains forward-looking information about the
Company's operating results and business prospects that involve
substantial risks and uncertainties. Statements that are not purely
historical are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended. These
statements include, but are not limited to, statements about the
Company's plans, objectives, expectations, strategies, intentions
or other characterizations of future events or circumstances and
are generally identified by the words "may," "expects,"
"anticipates," "intends," "plans," "believes," "seeks,"
"estimates," "targets," "could," "would," and similar expressions.
Because these forward-looking statements are subject to a number of
risks and uncertainties, the Company's actual results could differ
materially from those expressed or implied by these forward-looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed under
the heading "Risk Factors" in the Company's annual report on Form
10-K for the fiscal year ended December 31, 2011, as amended, and
in other reports filed with the United States Securities and
Exchange Commission and available at www.sec.gov. The Company
assumes no obligation to update any such forward-looking
statements.
CONTACT: In the U.S.: Email Contact In China: Renee Ren
86-10-8457-4688 x8810 Email Contact
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