CHONGQING, China, April 20, 2016 /PRNewswire/ -- Country Style
Cooking Restaurant Chain Co., Ltd. (NYSE: CCSC) ("Country
Style Cooking" or the "Company"), a fast-growing quick service
restaurant chain in China, today
announced the completion of its merger (the "Merger") with Country
Style Cooking Restaurant Chain Merger Company Limited ("Merger
Sub"), a wholly owned subsidiary of Country Style Cooking
Restaurant Chain Holding Limited ("Parent"), pursuant to the
previously announced agreement and plan of merger dated
December 17, 2015 (the "Merger
Agreement") among the Company, Parent and Merger Sub. As a result
of the Merger, the Company became a wholly owned subsidiary of
Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on April 20, 2016, all of the
Company's ordinary shares (each, a "Share") issued and outstanding
immediately prior to the effective time of the Merger (the
"Effective Time") have been cancelled in exchange for the right to
receive US$1.3075 per Share, and all
of the Company's American depositary shares ("ADSs"), each of which
represents four Shares, issued and outstanding immediately prior to
the Effective Time have been cancelled in exchange for the right to
receive US$5.23 per ADS, in each
case, in cash, without interest and net of any applicable fees and
withholding taxes, except for 78,504 Shares held by Ms.
Hong Li, co-founder and chairwoman
of the board of directors of the Company, 73,712 Shares held by Mr.
Xingqiang Zhang, co-founder, chief
executive officer, chief operating officer and acting chief
financial officer and a director of the Company, 30,856 Shares held
by Mr. Zhiyun Peng, a director of
the Company, 278,000 Shares held by Mr. Zhiyong Hong, 44,522,148 Shares held by Regal
Fair Holdings Limited, 17,384,544 Shares held by Sky Success
Venture Holdings Limited and 12,000,000 Shares held by SIG China
Investments One, Ltd., issued and outstanding immediately prior to
the Effective Time (collectively, the "Rollover Shares"). Each of
the Rollover Shares has been cancelled for no consideration.
Registered shareholders entitled to the merger consideration
will receive a letter of transmittal and instructions on how to
surrender their share certificates in exchange for the merger
consideration and should wait to receive the letter of transmittal
before surrendering their share certificates. As to ADS holders
entitled to the merger consideration, payment of the merger
consideration (less $0.05 per ADS
cancellation fees) will be made to ADS holders as soon as
practicable after Citibank, N.A., the Company's ADS depositary,
receives the merger consideration.
The Company also announced today that it requested that trading
of its ADSs on the New York Stock Exchange ("NYSE") be suspended.
The Company requested NYSE to file a Form 25 with the U.S.
Securities and Exchange Commission (the "SEC") notifying the SEC of
the delisting of its ADSs on NYSE and the deregistration of the
Company's registered securities. The deregistration will become
effective 90 days after the filing of the Form 25 or such shorter
period as may be determined by the SEC. The Company intends to
suspend its reporting obligations under the Securities Exchange Act
of 1934, as amended, by filing a Form 15 with the SEC in
approximately ten days. The Company's obligation to file with or
furnish to the SEC certain reports and forms, including Form 20-F
and Form 6-K, will be suspended immediately as of the filing date
of the Form 15 and will terminate once the deregistration becomes
effective.
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
This document may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Forward-looking statements can generally be identified
by the use of forward-looking terminology such as "will," "should,"
"may," "believes," "expects" or similar expressions. All of such
assumptions are inherently subject to uncertainties and
contingencies beyond the Company's control and based upon premises
with respect to future business decisions, which are subject to
change. The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
Contacts:
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
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SOURCE Country Style Cooking Restaurant Chain Co., Ltd.