UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 2)
(Rule 13e-100)
TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE
13e-3 THEREUNDER
RULE 13e-3 Transaction Statement
Under Section 13(e) of the Securities
Exchange Act of 1934
Synutra International, Inc.
(Name of the Issuer)
Synutra International, Inc.
Beams Power Investment Limited
Beams Power Merger Sub Limited
Mr. Liang Zhang
Ms. Xiuqing Meng
(Names of Persons Filing Statement)
Common Stock, par value $0.0001 par value
per share
(Title of Class of Securities)
87164C102
(CUSIP Number)
|
Synutra International, Inc.
|
|
|
|
Beams Power Investment Limited
|
|
The Synutra International Building
|
|
|
|
Beams Power Merger Sub Limited
|
|
106 Dong Lu Yuan
|
|
|
|
Liang Zhang
|
|
Tongzhou District, Beijing 101101
|
|
|
|
Xiuqing Meng
|
|
People’s Republic of China
|
|
|
|
103 Dong Lu Yuan
|
|
+86 10 5801 6688
|
|
|
|
Tongzhou District, Beijing 101101
|
|
|
|
|
|
People’s Republic of China
|
|
|
|
|
|
+86 10 5801 6800
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With copies to:
|
Ling Huang, Esq.
|
|
Dan
Ouyang, Esq.
|
|
Howard Zhang, Esq.
|
|
Denise Shiu, Esq.
|
|
Zhan
Chen, Esq.
|
|
David Polk & Wardwell LLP
|
|
Cleary Gottlieb Steen & Hamilton LLP
|
|
Wilson
Sonsini Goodrich & Rosati
|
|
2201 China World Office 2
|
|
45th Floor, Fortune Financial Center
|
|
Professional
Corporation
|
|
1 Jian Guo Men Wai Avenue
|
|
5 Dong San Huan Zhong Lu
|
|
Unit
2901, 29F, Tower C
|
|
Chaoyang District, Beijing 100004
|
|
Chaoyang District, Beijing 100020
|
|
Beijing
Yintai Centre
|
|
People’s Republic of China
|
|
People’s Republic of China
|
|
Chaoyang
District, Beijing 100022
|
|
+86 10 8567 5000
|
|
+86 10 5920 1000
|
|
People’s
Republic of China
|
|
|
|
|
|
+86 10
6529 8300
|
|
|
This statement is filed in connection with (check the appropriate
box):
|
a
|
þ
|
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
|
|
b
|
¨
|
The filing of a registration statement under the Securities Act of 1933.
|
|
c
|
¨
|
A tender offer
|
|
d
|
¨
|
None of the above
|
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:
¨
Check the following box if the filing is a final amendment reporting
the results of the transaction:
¨
|
Calculation of Filing Fee
|
|
|
Transactional Valuation*
|
|
Amount of Filing Fee**
|
|
|
US$
|
125,176,920
|
|
US$
|
14,508.01
|
|
* Calculated solely for the purposes
of determining the filing fee. The filing fee is calculated based on the sum of 20,690,400 shares of common stock issued
and outstanding as of December 8, 2016 (being the remainder of the 56,690,400 shares of common stock
as of December 8, 2016 minus the 36,000,000 shares of common stock beneficially owned by the buyer group)
multiplied by US$6.05 per share merger consideration (the “
Transaction Valuation
”).
** The amount of the filing fee,
calculated in accordance with Exchange Act Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended and the Securities
and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2017, was calculated by multiplying the Transaction Valuation by 0.0001159.
þ
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting
of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: US$14,508.01
Form or Registration No.: Schedule 14A
Filing Party: Synutra International, Inc.
Date Filed: December 9, 2016
TABLE OF CONTENTS
INTRODUCTION
This Amendment No. 2 to Rule
13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “
Transaction
Statement
”), is being filed with the Securities and Exchange Commission (the “
SEC
”) pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), jointly by the
following persons (each, a “
Filing Person
,” and collectively, the “
Filing
Persons
”):
|
|
·
|
Synutra International,
Inc., a Delaware corporation (the “
Company
”), the issuer of the common
stock, par value US$0.0001 per share (the “
Common Stock
”),
that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act;
|
|
|
·
|
Beams Power Investment Limited, a company with limited liability incorporated under the laws of the British Virgin Islands
(“
Parent
”);
|
|
|
·
|
Beams Power Merger Sub Limited, a Delaware corporation and a wholly-owned subsidiary of Parent (“
Merger Sub
”);
|
|
|
·
|
Mr. Liang Zhang, the chairman and chief executive officer of the Company (“
Mr. Zhang
”); and
|
|
|
·
|
Ms. Xiuqing Meng, the spouse of Mr. Zhang and the sole shareholder and director of Parent (“
Ms. Meng
”).
|
In this Transaction Statement, we refer
to Parent, Merger Sub, Mr. Zhang and Ms. Meng collectively as the “
buyer group
.”
On November 17, 2016, Parent, Merger Sub
and the Company entered into an agreement and plan of merger (the “
merger agreement
”), providing for the merger
of Merger Sub with and into the Company (the “
merger
”), with the Company continuing as the surviving corporation
after the merger as a wholly-owned subsidiary of Parent. Parent is wholly-owned by Ms. Meng as of the date of this Transaction
Statement. The merger is a going private transaction by the buyer group, which will beneficially own 100% of the Company at the
effective time of the merger.
If the merger is approved by the required
stockholder approval and consummated, each outstanding share of the Common Stock, other than the excluded shares and
the dissenting shares, as such term is defined in the merger agreement, will be converted into the right to receive per share
merger consideration of US$6.05 in cash without interest and net of any applicable withholding taxes. Shares held by (i)
any of Parent, Merger Sub and any other direct or indirect subsidiary of Parent and (ii) the Company ((i) and (ii) collectively,
the “
excluded shares
”) will be cancelled and cease to exist and no payment or distribution will be made to
the holders of such excluded shares at the effective time of the merger.
The merger remains subject to the satisfaction
or waiver of the conditions set forth in the merger agreement, including obtaining the requisite approval of the stockholders
of the Company. Adoption of the merger agreement requires the affirmative vote (in person or by proxy) of (i) the holders of at
least a majority of the issued and outstanding shares of the Common Stock entitled to vote and (ii) the holders of at least a
majority of the issued and outstanding shares of the Common Stock (other than the excluded shares) (such holders, the “
minority
stockholders
”), in each case in accordance with the Company’s certificate of incorporation and bylaws
and the General Corporation Law of the State of Delaware. As of November 17, 2016, the buyer group beneficially owned 36,000,000
shares of the Common Stock, which represented approximately 63.5% of the total outstanding shares of the Common Stock. Neither
the Company nor any subsidiary of the Company is a party to any voting agreement with respect to the voting of any shares of the
Common Stock. Accordingly, due to the “majority of the minority stockholders” vote requirement described in
clause (ii) above, based on the 56,690,400 shares of the Common Stock expected to be outstanding on the record date, more
than 10,345,200 shares of the Common Stock owned by the minority stockholders (representing greater than 50% of
the total outstanding shares of the Common Stock owned by the minority stockholders and , together with all the shares
beneficially owned by the buyer group, 81.8 % of the total outstanding shares of the Common Stock) must be voted in
favor of the proposal to adopt the merger agreement for it to be approved.
Concurrently with the filing of this Amendment
No. 2 to Schedule 13E-3, the Company is filing a definitive proxy statement (the “
Proxy
Statemen
t”) under Regulation 14A of the Exchange Act, relating to a special meeting of the stockholders of
the Company at which the stockholders of the Company will consider and vote upon a proposal to adopt the merger agreement and
to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies
if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. The
cross reference sheet below is being supplied pursuant to General Instruction G to Schedule 13E-3 and shows the location
in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. The
information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference, and
the responses to each such item in this Transaction Statement are qualified in their entirety by the information contained in
the Proxy Statement and the annexes thereto. Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Proxy Statement.
All information contained in this Transaction
Statement concerning each Filing Person has been supplied by such Filing Person.
|
|
Item 1
|
Summary Term Sheet
|
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
•
|
“Questions and Answers about the Special Meeting and the Merger”
|
|
|
Item 2
|
Subject Company Information
|
(a)
Name
and Address
. The information set forth in the Proxy Statement under the following caption is incorporated herein
by reference:
|
|
•
|
“Summary Term Sheet—The Parties Involved in the Merger”
|
(b)
Securities
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
•
|
“Questions and Answers about the Special Meeting and the Merger”
|
|
|
•
|
“The Special Meeting—Record Date and Quorum”
|
|
|
•
|
“Security Ownership of Certain Beneficial Owners and Management of the Company”
|
|
|
•
|
“Common Stock Transaction Information”
|
(c)
Trading
Market and Price
. The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
|
|
•
|
“Market Price and Dividend Information”
|
(d)
Dividends
.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
•
|
“Market Price and Dividend Information”
|
(e)
Prior
Public Offerings
. The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
|
|
•
|
“Common Stock Transaction Information”
|
(f)
Prior
Stock Purchases
. The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
|
|
•
|
“Common Stock Transaction Information”
|
|
|
Item 3
|
Identity and Background of Filing Person
|
(a)
Name
and Address
. Synutra International, Inc. is the subject company. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
|
|
•
|
“Summary Term Sheet—The Parties Involved in the Merger”
|
|
|
•
|
“Annex C—Directors and Executive Officers of Each Filing Person”
|
(b)
Business
and Background of Entities
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
|
|
•
|
“Summary Term Sheet—The Parties Involved in the Merger”
|
|
|
•
|
“Annex C—Directors and Executive Officers of Each Filing Person”
|
(c)
Business
and Background of Natural Persons
. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
|
|
•
|
“Summary Term Sheet—The Parties Involved in the Merger”
|
|
|
•
|
“Annex C—Directors and Executive Officers of Each Filing Person”
|
|
|
Item 4
|
Terms of the Transaction
|
|
|
(a)-(1)
|
Material Terms —Tender Offers
. Not applicable.
|
(a)-(2)
Material Terms—Mergers
or Similar Transactions
. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
|
|
•
|
“Questions and Answers about the Special Meeting and the Merger”
|
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Recommendation of the Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
•
|
“Special Factors— Purposes and Reasons of the Buyer Group for the Merger”
|
|
|
•
|
“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”
|
|
|
•
|
“Special Factor—Material U.S. Federal Income Tax Consequences of the Merger”
|
|
|
•
|
“Special Factor—Material PRC Tax Consequences of the Merger”
|
|
|
•
|
“The Agreement and Plan of Merger”
|
|
|
•
|
“Annex A—The Agreement and Plan of Merger”
|
(c)
Different
Terms
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
|
|
•
|
“Special Factors—Interests of Certain Persons in the Merger”
|
|
|
•
|
“Special Factors—
Effects of the Merger on the Company”
|
|
|
•
|
“Special Factors—
Financing of the Merger”
|
|
|
•
|
“The Agreement and Plan of Merger”
|
|
|
•
|
“Annex A—The Agreement and Plan of Merger”
|
(d)
Appraisal
Rights
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
|
|
•
|
“Questions and Answers about the Special Meeting and the Merger”
|
|
|
•
|
“Annex D—Section 262 of the Delaware General Corporation Law”
|
(e)
Provisions
for Unaffiliated Security Holders
. The information set forth in the Proxy Statement under the following caption
is incorporated herein by reference:
|
|
•
|
“Provisions for Unaffiliated Stockholders”
|
(f)
Eligibility
for Listing or Trading
. Not applicable.
|
|
Item 5
|
Past Contacts, Transactions, Negotiations and Agreements
|
(a)
Transactions
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
•
|
“Special Factors—
Background of the Merger”
|
|
|
•
|
“Special Factors—Interests of Certain Persons in the Merger”
|
|
|
•
|
“Special Factors—Related Party Transactions”
|
|
|
•
|
“The Agreement and Plan of Merger”
|
|
|
•
|
“Common Stock Transaction Information”
|
|
|
•
|
“Annex A—The Agreement and Plan of Merger”
|
(b)
Significant
Corporate Events
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Recommendation of the Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
•
|
“Special Factors— Purposes and Reasons of the Buyer Group for the Merger”
|
|
|
•
|
“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”
|
|
|
•
|
“Special Factors—Effects of the Merger on the Company”
|
|
|
•
|
“Special Factors—Financing of the Merger”
|
|
|
•
|
“Special Factors—Limited Guarantee”
|
|
|
•
|
“Special Factors—Interests of Certain Persons in the Merger”
|
|
|
•
|
“The Special Meeting—Vote Required”
|
|
|
•
|
“The Agreement and Plan of Merger”
|
|
|
•
|
“Annex A—The Agreement and Plan of Merger”
|
(c)
Negotiations
or Contacts
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Interests of Certain Persons in the Merger”
|
|
|
•
|
“The Agreement and Plan of Merger”
|
|
|
•
|
“Annex A—The Agreement and Plan of Merger”
|
(e)
Agreements
Involving the Subject Company’s Securities
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Plans for the Company after the Merger”
|
|
|
•
|
“Special Factors—Financing of the Merger”
|
|
|
•
|
“Special Factors—Interests of Certain Persons in the Merger”
|
|
|
•
|
“Special Factors—Limited Guarantee”
|
|
|
•
|
“Common Stock Transaction Information”
|
|
|
•
|
“Annex A—The Agreement and Plan of Merger”
|
|
|
Item 6
|
Purposes of the Transaction and Plans or Proposals
|
(b)
Use
of Securities Acquired
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
|
|
•
|
“Questions and Answers about the Special Meeting and the Merger”
|
|
|
•
|
“Special Factors—Effects of the Merger on the Company”
|
|
|
•
|
“Special Factors—Plans for the Company after the Merger”
|
|
|
•
|
“The Agreement and Plan of Merger”
|
|
|
•
|
“Annex A—The Agreement and Plan of Merger”
|
(c)(1)-(8)
Plans
. The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Recommendation of the Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
•
|
“Special Factors— Purposes and Reasons of the Buyer Group for the Merger”
|
|
|
•
|
“Special Factors—Effects of the Merger on the Company”
|
|
|
•
|
“Special Factors—Plans for the Company after the Merger”
|
|
|
•
|
“Special Factors—Financing of the Merger”
|
|
|
•
|
“Special Factors—Dividends”
|
|
|
•
|
“Special Factors—Interests of Certain Persons in the Merger”
|
|
|
•
|
“Special Factors—Delisting and Deregistration of the Common Stock”
|
|
|
•
|
“The Agreement and Plan of Merger”
|
|
|
•
|
“Annex A—The Agreement and Plan of Merger”
|
|
|
Item 7
|
Purposes, Alternatives, Reasons and Effects
|
(a)
Purposes
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Recommendation of the Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
•
|
“Special Factors— Purposes and Reasons of the Buyer Group for the Merger”
|
|
|
•
|
“Special Factors—Effects of the Merger on the Company”
|
|
|
•
|
“Special Factors—Plans for the Company after the Merger”
|
|
|
•
|
“The Agreement and Plan of Merger”
|
|
|
•
|
“Annex A—The Agreement and Plan of Merger”
|
(b)
Alternatives
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Recommendation of the Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
•
|
“Special Factors— Purposes and Reasons of the Buyer Group for the Merger”
|
|
|
•
|
“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”
|
|
|
•
|
“Special Factors—Effects on the Company if the Merger is not Completed”
|
|
|
•
|
“Special Factors—Alternatives to the Merger”
|
(c)
Reasons
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Recommendation of the Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
•
|
“Special Factors—Opinion of the Special Committee’s Financial Advisor”
|
|
|
•
|
“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”
|
(d)
Effects
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Recommendation of the Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
•
|
“Special Factors—Effects of the Merger on the Company”
|
|
|
•
|
“Special Factors—Plans for the Company after the Merger”
|
|
|
•
|
“Special Factors—Effects on the Company if the Merger is not Completed”
|
|
|
•
|
“Special Factors—Interests of Certain Persons in the Merger”
|
|
|
•
|
“Special Factors—Delisting and Deregistration of the Common Stock”
|
|
|
•
|
“Special Factor—Material U.S. Federal Income Tax Consequences of the Merger”
|
|
|
•
|
“Special Factor—Material PRC Tax Consequences of the Merger”
|
|
|
•
|
“The Agreement and Plan of Merger”
|
|
|
•
|
“Annex A—The Agreement and Plan of Merger”
|
|
|
•
|
“Annex D—Section 262 of the Delaware General Corporation Law”
|
|
|
Item 8
|
Fairness of the Transaction
|
(a)-(b)
Fairness; Factors Considered
in Determining Fairness
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Recommendation of the Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
•
|
“Special Factors—Opinion of the Special Committee’s Financial Advisor”
|
|
|
•
|
“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”
|
|
|
•
|
“Special Factors—Interests of Certain Persons in the Merger”
|
|
|
•
|
“Annex B—Opinion of Houlihan Lokey Capital, Inc.”
|
(c)
Approval
of Security Holders
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
|
|
•
|
“Questions and Answers about the Special Meeting and the Merger”
|
|
|
•
|
“The Special Meeting—Vote Required”
|
|
|
•
|
“The Special Meeting—Record Date and Quorum”
|
|
|
•
|
“The Agreement and Plan of Merger”
|
|
|
•
|
“Annex A—The Agreement and Plan of Merger”
|
(d)
Unaffiliated
Representative
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Recommendation of the Board of Directors and the Special Committee and Their Reasons for the Merger”
|
(e)
Approval
of Directors
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
|
|
•
|
“Questions and Answers about the Special Meeting and the Merger”
|
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Recommendation of the Board of Directors and the Special Committee and Their Reasons for the Merger”
|
(f)
Other
Offers
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Recommendation of the Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
Item 9
|
Reports, Opinions, Appraisals and Negotiations
|
(a)
Report,
Opinion or Appraisal
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Opinion of the Special Committee’s Financial Advisor”
|
|
|
•
|
“Annex B—Opinion of Houlihan Lokey Capital, Inc.”
|
(b)
Preparer
and Summary of the Report, Opinion or Appraisal
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
|
|
•
|
“Special Factors—Opinion of the Special Committee’s Financial Advisor”
|
|
|
•
|
“Annex B—Opinion of Houlihan Lokey Capital, Inc.”
|
(c)
Availability
of Documents
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
•
|
“Where You Can Find More Information”
|
The reports, opinions or appraisals referenced
in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular
business hours by any interested holder of the shares of the Common Stock or his, her or its representative who has been so designated
in writing.
|
|
Item 10
|
Source and Amount of Funds or Other Consideration
|
(a)
Source
of Funds
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
|
|
•
|
“Special Factors—Financing of the Merger”
|
|
|
•
|
“The Agreement and Plan of Merger”
|
|
|
•
|
“Annex A—The Agreement and Plan of Merger”
|
(b)
Conditions
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
•
|
“Special Factors—Financing of the Merger”
|
|
|
•
|
“The Agreement and Plan of Merger”
|
|
|
•
|
“Annex A—The Agreement and Plan of Merger”
|
(c)
Expenses
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
•
|
“Special Factors—Effects on the Company if the Merger is not Completed”
|
|
|
•
|
“Special Factors—Fees and Expenses”
|
|
|
•
|
“The Agreement and Plan of Merger”
|
|
|
•
|
“Annex A—The Agreement and Plan of Merger”
|
(d)
Borrowed
Funds.
The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
|
|
•
|
“Special Factors—Financing of the Merger”
|
|
|
Item 11
|
Interest in Securities of the Subject Company
|
(a)
Securities
Ownership
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
|
|
•
|
“Special Factors—Interests of Certain Persons in the Merger”
|
|
|
•
|
“Security Ownership of Certain Beneficial Owners and Management of the Company”
|
(b)
Securities
Transactions
. The information set forth in the Proxy Statement under the following caption is incorporated herein
by reference:
|
|
•
|
“Common Stock Transaction Information”
|
|
|
Item 12
|
The Solicitation or Recommendation
|
(d)
Intent
to Tender or Vote in a Going-Private Transaction
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
|
|
•
|
“Questions and Answers about the Special Meeting and the Merger”
|
|
|
•
|
“Special Factors—Recommendation of the Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
•
|
“Special Factors—Financing of the Merger”
|
|
|
•
|
“Special Factors—Interests of Certain Persons in the Merger”
|
|
|
•
|
“The Special Meeting—Vote Required”
|
|
|
•
|
“Security Ownership of Certain Beneficial Owners and Management of the Company”
|
(e)
Recommendations
of Others
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
|
|
•
|
“Special Factors—Recommendation of the Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
•
|
“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”
|
|
|
Item 13
|
Financial Statements
|
(a)
Financial
Information
. The audited financial statements of the Company for the two fiscal years ended March 31, 2015 and March 31, 2016
are incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2016
filed with the SEC on June 13, 2016. The unaudited consolidated financial statements of the Company for the fiscal quarter ended
September 30, 2016 are incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q
filed with the SEC on November 9, 2016.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
•
|
“Selected Financial Information”
|
|
|
•
|
“Where You Can Find More Information”
|
(b)
Pro
Forma Information
. Not applicable.
|
|
Item 14
|
Persons/Assets, Retained, Employed, Compensated or Used
|
(a)
Solicitation
or Recommendations
. The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
|
|
•
|
“Questions and Answers about the Special Meeting and the Merger”
|
|
|
•
|
“Special Factors—Background of the Merger”
|
|
|
•
|
“Special Factors—Recommendation of the Board of Directors and the Special Committee and Their Reasons for the Merger”
|
|
|
•
|
“Special Factors—Fees and Expenses”
|
|
|
•
|
“The Special Meeting—Proxies and Revocation”
|
(b)
Employees
and Corporate Assets
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
|
|
•
|
“Special Factors—Interests of Certain Persons in the Merger”
|
|
|
•
|
“Annex C—Directors and Executive Officers of Each Filing Person”
|
|
|
Item 15
|
Additional Information
|
(b)
Other
Material Information
. The information contained in the Proxy Statement, including all annexes thereto, is incorporated
herein by reference.
The list of exhibits in the Exhibit
Index to this Transaction Statement is incorporated herein by reference.
SIGNATURES
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 9, 2017
|
|
Synutra International, Inc.
|
|
|
|
|
|
|
By:
|
/s/ Jinrong Chen
|
|
|
Name:
|
Jinrong Chen
|
|
|
Title:
|
Director and Chairman of the Special Committee
|
|
|
Beams Power Investment Limited
|
|
|
|
|
|
|
By:
|
/s/ Xiuqing Meng
|
|
|
Name:
|
Xiuqing Meng
|
|
|
Title:
|
Director
|
|
|
Beams Power Merger Sub Limited
|
|
|
|
|
|
|
By:
|
/s/ Liang Zhang
|
|
|
Name:
|
Liang Zhang
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
Liang Zhang
|
|
|
|
|
|
/s/ Liang Zhang
|
|
|
|
|
|
Xiuqing
Meng
|
|
|
|
|
|
/s/ Xiuqing Meng
|
Exhibit
Index
(a)-(1) Proxy Statement of
Synutra International, Inc., incorporated by reference to the Schedule 14A filed with the SEC on March 9, 2017 .
(a)-(2) Notice of Special Meeting of Stockholders
of the Company, incorporated herein by reference to the Proxy Statement.
(a)-(3) Form of Proxy Card, incorporated
herein by reference to the Proxy Statement.
(a)-(4) Press Release issued by the Company,
dated January 15, 2016, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company
with the SEC on January 15, 2016.
(a)-(5) Press Release issued by the Company,
dated January 22, 2016, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company
with the SEC on January 22, 2016.
(a)-(6) Press Release issued by the Company,
dated February 2, 2016, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company
with the SEC on February 2, 2016.
(a)-(7) Press Release issued by the Company,
dated February 5, 2016, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company
with the SEC on February 5, 2016.
(a)-(8) Press Release issued by the Company,
dated November 17, 2016, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company
with the SEC on November 17, 2016.
(b)-(1) Debt Commitment Letter issued by
Shanghai Pudong Development Bank Co., Ltd. to Parent, dated November 17, 2016, incorporated herein by reference to Exhibit 99.5
to the Amendment No. 6 to Schedule 13D filed by the buyer group with the SEC on November 18, 2016.
(c)-(1) Opinion of Houlihan Lokey Capital,
Inc., dated November 17, 2016, incorporated herein by reference to Annex B to the Proxy Statement.
(c)-(2) Discussion Materials prepared by
Houlihan Lokey Capital, Inc. for discussion with the Special Committee, dated June 3, 2016. *
(c)-(3) Discussion Materials prepared by
Houlihan Lokey Capital, Inc. for discussion with the Special Committee, dated September 8, 2016. *
(c)-(4) Discussion Materials prepared by
Houlihan Lokey Capital, Inc. for discussion with the Special Committee, dated November 11, 2016. *
(c)-(5) Discussion Materials prepared by
Houlihan Lokey Capital, Inc. for discussion with the Special Committee, dated November 17, 2016. *
(d)-(1) Agreement and Plan of Merger, dated
as of November 17, 2016, among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.
(d)-(2) Limited Guarantee, dated as of November
17, 2016 by Mr. Zhang and Ms. Meng in favor of the Company, incorporated herein by reference to Exhibit 10.1 to the Current Report
on Form 8-K filed by the Company with the SEC on November 17, 2016.
(f)-(1) Rights of Appraisal, incorporated
herein by reference to the section titled “Rights of Appraisal” in the Proxy Statement.
(f)-(2) Section 262 of the Delaware General
Corporation Law, incorporated herein by reference to Annex D to the Proxy Statement.
(g) Not applicable.
|
*
|
|
Previously filed on December 9, 2016
|
Synutra International, Inc. (NASDAQ:SYUT)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Synutra International, Inc. (NASDAQ:SYUT)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
