CHONGQING, China, Dec. 18, 2015 /PRNewswire/ -- Country Style
Cooking Restaurant Chain Co., Ltd. (NYSE: CCSC) ("Country Style
Cooking", "CSC" or the "Company"), a fast-growing quick service
restaurant chain in China, today
announced that it has entered into a definitive Agreement and Plan
of Merger (the "Merger Agreement") with Country Style Cooking
Restaurant Chain Holding Limited ("Parent") and Country Style
Cooking Restaurant Chain Merger Company Limited ("Merger Sub"), a
wholly owned subsidiary of Parent, pursuant to which Parent will
acquire Country Style Cooking (the "Transaction") for US$1.3075 per ordinary share of the Company (a
"Share") or US$5.23 per American
depositary share, each representing four Shares (an "ADS"). This
amount represents a premium of 18.9% to the closing trading price
of the Company's ADS on August 13,
2015, the last trading day prior to August 14, 2015, the date on which the Company
announced that it had received a "going-private" proposal.
Immediately after the completion of the Transaction, Parent will
be ultimately beneficially owned by Ms. Hong Li, Co-Founder and Chairwoman of the Board,
Mr. Xingqiang Zhang, Co-Founder,
Chief Executive Officer and Director of the Company and Sky Success
Venture Holdings Limited (collectively, the "Buyer Group"), and SIG
China Investments One, Ltd. ("SIG China"). To date, the Buyer Group
and SIG China beneficially own, in the aggregate, approximately
68.9% of the outstanding Shares (excluding outstanding share
incentive awards of the Company).
The Company's board of directors (the "Board"), acting upon the
unanimous recommendation of a special committee of the Board (the
"Special Committee"), approved the Merger Agreement and the
Transaction and resolved to recommend that the Company's
shareholders vote to authorize and approve the Merger Agreement and
the Transaction. The Special Committee, which is composed solely of
independent directors of the Company who are unaffiliated with
Parent, Merger Sub or any member of the Buyer Group or SIG China,
exclusively negotiated the terms of the Merger Agreement with the
Buyer Group with the assistance of its independent financial and
legal advisors.
The Transaction is subject to various closing conditions,
including a condition that the Merger Agreement be authorized and
approved by an affirmative vote of shareholders representing
two-thirds or more of the Shares present and voting in person or by
proxy as a single class at a meeting of the Company's shareholders
convened to consider the authorization and approval of the Merger
Agreement. The Buyer Group and SIG China has each agreed to
vote all of the Shares beneficially owned by them in favor of the
authorization and approval of the Merger Agreement and the
Transaction. If completed, the Transaction will result in the
Company becoming a privately-held company and its ADSs will no
longer be listed on the New York Stock Exchange.
The Buyer Group intends to fund the Transaction from the
proceeds of a loan to be provided by China Merchants Bank Co.,
Ltd., New York Branch pursuant to
a debt commitment letter dated December 17,
2015.
The Company will prepare and file with the U.S. Securities and
Exchange Commission (the "SEC") a Schedule 13E-3 transaction
statement, which will include a proxy statement of the Company. The
Schedule 13E-3 will include a description of the Merger
Agreement and contain other important information about the
Transaction, the Company and the other participants in the
Transaction.
Duff & Phelps, LLC and Duff & Phelps
Securities, LLC (together, "Duff & Phelps") are serving as
financial advisors to the Special Committee. Kirkland &
Ellis is serving as U.S. legal advisor to the Special Committee and
Maples and Calder is serving as Cayman
Islands legal advisor to the Company.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as
U.S. legal advisor to the Buyer Group and Travers Thorp Alberga is
serving as Cayman Islands legal
advisor to the Buyer Group.
About Country Style Cooking Restaurant Chain Co., Ltd.
Country Style Cooking Restaurant Chain Co., Ltd. (NYSE: CCSC) is
a fast-growing quick service restaurant chain in China, offering delicious, everyday Chinese
food to customers who desire fast and affordable quality meals.
Country Style Cooking directly operates all of its restaurants and
is the largest quick service restaurant chain in Chongqing municipality, home to Sichuan cuisine, one of the best-known Chinese
regional cuisines. Additional information about Country Style
Cooking can be found at http://ir.csc100.com.
Safe Harbor Statements
All statements other than statements of historical fact
contained in this release, including statements regarding future
results of the operations of the Company are forward-looking
statements, which are made under the "safe harbor" provisions of
the U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to a number of risks,
uncertainties and assumptions that could cause actual results to
differ materially. Uncertainties and assumptions, and the
forward-looking events and circumstances discussed in this release
are inherently uncertain and may not occur, and actual results
could differ materially and adversely from those anticipated or
implied in the forward-looking statements. Accordingly, you should
not rely upon forward-looking statements as predictions of future
events. The Company does not undertake any obligation to update
publicly or revise any forward-looking statements for any reason
after the date of this release, nor to conform these statements to
actual results, future events, or to changes in the Company's
expectations.
Contact:
Country Style Cooking Restaurant Chain Co., Ltd.
Phone: +86-23-8866-8866
E-mail: ir@csc100.com
ICR Inc.
Bill Zima
Phone: +86-10-6583-7511 or +1-646-328-2520
E-mail: bill.zima@icrinc.com
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/country-style-cooking-enters-into-definitive-merger-agreement-for-going-private-transaction-300195272.html
SOURCE Country Style Cooking Restaurant Chain Co., Ltd.
