Energroup Holdings Corporation Acquires Chinese Pork Processor Dalian Chuming(TM) in Share Exchange Accompanied by $17.0 Million
January 07 2008 - 8:28AM
PR Newswire (US)
DALIAN, China, Jan. 7 /Xinhua-PRNewswire-FirstCall/ -- On December
31, 2007, Energroup Holdings Corporation (OTC:ENHD) (BULLETIN
BOARD: ENHD) , a Nevada corporation (the "Company"), acquired all
of the issued and outstanding capital stock of Precious Sheen
Investments Limited, a British Virgin Islands corporation ("PSI")
and parent company of PRC-based Dalian Chuming, a pork processing
company with USD $70.4 million in sales in 2006, and USD $89.7
million in unaudited sales in the first three quarters of 2007. The
acquisition was accomplished by means of a share exchange in which
the former shareholders of PSI were issued a controlling stake in
the Company. Dalian Chuming, with its Chuming(TM) brand food
products, is the second largest pork processor in both the Liaoning
Province and the Northeast Region of the People's Republic of
China, a region with a population of 108 million people. The
Company is ISO 9001 and HACCP certified, maintains industrialized
hog slaughtering, processing and distribution facilities and is
known for its international quality management standards and food
safety certifications. Chuming, with its integrated pork production
"cold food" chain is the first company in China's meat industry to
receive "Green Food" Certification from the Ministry of
Agriculture. An innovative project which is unique to China, the
"Green Food" status is an award given to companies who produce food
using environmentally sustainable methods and meet certain
technical standards of quality control, low levels of pollution,
safety, and product quality. Chuming has a unique
wholesale-plus-retail distribution model, coupled with a premium
brand and sells fresh, frozen and packaged meat and deli products
directly to thousands of retail outlets including supermarkets and
hypermarkets in China such as Wal-mart, Metro, and Carrefour, three
of the world's top ten retailers. Chuming(TM) products are also
sold by Hymall, owned by Tesco of the U.K, over 3,000 convenience
stores, and 500 Chuming(TM) branded free-standing franchise
locations. According to the U.S. Department of Agriculture, China
is the largest pork producer and consumer in the world, with an
estimated $32 billion annual market. Overall, retail pork prices
have nearly doubled in the PRC during the past 2 years.
Simultaneous with the acquisition on December 31, 2007, the Company
completed a private placement with institutional and accredited
investors led by Pinnacle China Fund, L.P. which resulted in gross
proceeds to the Company of $17.0 million through the issuance of
3,863,636 million shares of common stock, which represents an
approximate 18% stake in the Company. As part of the private
placement, management entered into a "make good" provision whereby
it placed 3,863,636 million of management's shares into an escrow
to secure its obligations to meet specific future after-tax net
income targets. In the event the Company does not achieve its
earnings targets of $15.9 million in after-tax net income ("ATNI")
for 2008, and $20.9 million in ATNI and fully-diluted earnings per
share of $0.99 for 2009, then 1,931,818 million shares held by
management, respectively for each year will be transferred on an
all-or-none basis to the investors in the private placement on a
pro-rata basis. "We are pleased to have completed this financing
with a lead investor of Pinnacle's stature," stated Mr. Huashan
Shi, CEO and president of the Company and Chuming. "The proceeds
will be utilized for working capital, to expand our production
capabilities to meet growing market demand, and to broaden our
distribution footprint to include cities surrounding our primary
hub of Dalian City located in the province of Liaoning, where to
date we have achieved a 50% market share in the fresh pork market."
For the nine months ending September 30, 2007, Chuming recorded
unaudited sales of $89.7 million and net income of $8.3 million,
compared to sales of $50.2 million and net income $6.3 million for
the first nine months of 2006. Hunter Wise Securities, LLC acted as
the sole placement agent to the Company and Redwood Capital, Inc.
acted as an advisor to Chuming. About Dalian Chuming Precious Sheen
Co., Ltd. Chuming is a leading regional producer and distributor of
fresh and prepared meat products focusing on pork, the PRC's most
consumed meat, in Northeastern China which has a population of 108
million. Chuming distributes its premium pork products to more than
3,600 retail locations, including Wal-mart, Metro, Carrefour,
New-mart, Hymall and others, along with its own network of over 500
Chuming(TM) branded franchise stores. Chuming's industrialized hog
slaughtering, processing and distribution facilities maintain the
ISO 9001 Quality Management System and Hazard Analysis and Critical
Control Point (HACCP) certification. Chuming is the first company
in China's meat industry to receive "Green Food" Certification from
the Ministry of Agriculture. About "Green Food Certification" Under
strict supervision, control and regulation in production,
processing, packing, storage and transportation, Green Food applies
these quality control standards from field to table, and regulates
the application of inputs, including pesticide, fertilizer,
veterinary drug and additives to minimize environmental pollution
and prevent toxic and harmful substances from entering the food
supply chain. The Green Food certification is based on standards
defined by the Codex Alimentarius Commission ("CAC"), a joint body
of the United Nations Food and Agriculture Organization and the
World Health Organization. About Hunter Wise Headquartered in
Irvine, California, Hunter Wise Securities, LLC is a
FINRA-registered Broker/Dealer and SIPC Member Firm. Hunter Wise
Securities is wholly owned by Hunter Wise Financial Group, LLC (
http://www.hunterwise.com/ ), which provides mid-market investment
banking services from eight offices in North America and the United
Kingdom. Contact: Dan McClory, Managing Director (949) 732-4102
About Redwood Capital Redwood Capital, Inc. (
http://www.redwoodcapinc.com/ ) assists private Chinese companies
in accessing U.S. capital markets by utilizing a network of
investment banking relationships to achieve reverse merger
transactions. Redwood Capital is a 100 percent-owned subsidiary of
S3 Investment Company, Inc. Cautionary Statement Regarding Forward
Looking Information This press release may contain forward-looking
information about the Company, Energroup Holdings, Precious Sheen
Investments Limited, and its subsidiaries. Forward-looking
statements are statements that are not historical facts, including
targeted net income. These statements can be identified by the use
of forward-looking terminology such as "believe," "expect," "may,"
"will," "should," "project," "plan," "seek," "intend," or
"anticipate" or the negative thereof or comparable terminology, and
statements which may include discussions of strategy, and
statements about industry trends future performance, operations and
products of each of the entities referred to above. Actual
performance results in the future may vary significantly from
current expectations and projections as a result of various
factors, including without limitation and the risks set forth "Risk
Factors" contained in the Company's Current Report on Form 8-K
filed on January 7, 2008. The shares of common stock issued in
connection with the acquisition and financing transactions have not
been registered under the Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration
under the Securities Act and applicable state securities laws or an
applicable exemption from those registration requirements. The
Company has agreed to file a registration statement covering the
resale of the shares of common stock issued in the private
placement and certain other shares, within 45 days of closing. This
press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the securities referenced
herein in any jurisdiction to any person. For more information,
please contact: HC International, Inc. Matthew Hayden Tel:
+1-561-245-5155 Email: DATASOURCE: Dalian Chuming Precious Sheen
Co., Ltd. CONTACT: Matthew Hayden of HC International, Inc. at
+1-561-245-5155 or Web Site: http://www.redwoodcapinc.com/
http://www.hunterwise.com/
Copyright