QINGDAO, China and ROCKVILLE, Md., March
13, 2017 /PRNewswire/ -- Synutra International, Inc.
(Nasdaq: SYUT), ("Synutra" or the "Company"), which owns
subsidiaries in China that
produce, distribute and sell nutritional products for infants,
children and adults, today announced that it has called a special
meeting of its stockholders (the "Special Meeting"), to be held on
April 28, 2017, at 11:00 a.m. (Beijing time), at the Synutra International
Building, 106 Dong Lu Yuan, Tongzhou
District, Beijing 101101,
China, to consider and vote on the
proposal to adopt the previously announced agreement and plan of
merger, dated November 17, 2016 (the
"Merger Agreement"), by and among the Company, Beams Power
Investment Limited ("Parent") and Beams Power Merger Sub Limited
("Merger Sub").
Pursuant to the Merger Agreement, Merger Sub will be merged with
and into the Company, with the Company surviving the merger as a
wholly-owned subsidiary of Parent (the "Merger"). If completed, the
proposed Merger will result in the Company becoming a
privately-held company and the common stock of the Company will no
longer be listed on the NASDAQ Global Select Market. The Company's
board of directors, acting upon the unanimous recommendation of the
special committee formed by the board of directors, approved the
Merger Agreement and resolved to recommend that the Company's
stockholders vote to adopt the Merger Agreement.
Stockholders of record as of the close of business, New York time, on March
14, 2017, the record date for the Special Meeting, are
entitled to receive notice of the Special Meeting and to vote the
shares of common stock of the Company owned by them at the Special
Meeting. Additional information regarding the Special Meeting and
the Merger Agreement can be found in the transaction statement on
Schedule 13E-3 and the definitive proxy statement on Schedule 14A,
filed with the Securities and Exchange Commission (the "SEC") on
March 9, 2017, which can be obtained,
along with other filings containing information about the Company,
the proposed Merger and related matters, without charge, from the
SEC's website (http://www.sec.gov) or at the SEC's public reference
room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, holders
of shares of common stock of the Company as of the record date will
receive the definitive proxy statement by mail. Requests for
additional copies of the definitive proxy statement should follow
the instructions set out in the stockholder notice of the Special
Meeting, or alternatively, be directed to MacKenzie Partners, Inc.,
the Company's proxy solicitor, toll free at (800)-322-2885 (or
+1-212-929-5500 call collect outside of the United States) or by email at
proxy@mackenziepartners.com. INVESTORS AND STOCKHOLDERS ARE URGED
TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER
MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME
AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, THE PROPOSED MERGER AND RELATED MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under the SEC rules,
be deemed to be "participants" in the solicitation of proxies from
the Company's stockholders with respect to the Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the definitive proxy
statement and Schedule 13E-3 transaction statement relating to the
proposed Merger. Further information regarding persons who may be
deemed participants, including any direct or indirect interests
they may have, is also set forth in the definitive proxy
statement.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About Synutra International, Inc.
Synutra International, Inc. (Nasdaq: SYUT) is a leading infant
formula company in China. It
principally produces, markets and sells its products through its
operating subsidiaries under the "Shengyuan" or "Synutra" name,
together with other complementary brands. It focuses on selling
premium infant formula products, which are supplemented by more
affordable infant formulas targeting the mass market as well as
other nutritional products and ingredients. It sells its products
through an extensive nationwide sales and distribution network
covering all provinces and provincial-level municipalities in
mainland China. As of December 31, 2016, this network comprised over
990 independent distributors and over 270 independent
sub-distributors who sell Synutra products in approximately 27,680
retail outlets.
Forward-looking Statements
This press release contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as
amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform
Act of 1995 that are based on our current expectations,
assumptions, estimates and projections about Synutra. All
statements other than statements of historical fact in this release
are forward-looking statements. In some cases, these
forward-looking statements can be identified by words or phrases
such as "anticipate," "believe," "continue," "estimate," "expect,"
"intend," "is/are likely to," "may," "plan," "should," "will,"
"aim," "potential," "continue," or other similar expressions.
Forward-looking statements involve risks, uncertainties and other
factors that could cause actual results to differ materially from
those contained in any such statements. Potential risks and
uncertainties include, without limitation, uncertainties as to the
expected benefits and costs of the proposed Merger, the expected
timing of the completion of the Merger, the parties' ability to
complete the Merger considering the various closing conditions, the
possibility that various closing conditions to the Merger may not
be satisfied or waived, how Synutra's stockholders will vote at the
meeting of stockholders, the possibility that competing offers will
be made and other risks and uncertainties discussed in Synutra's
filings with the SEC, as well as the Schedule 13E-3 transaction
statement and the proxy statement filed by Synutra in connection
with the Merger. The forward-looking statements are made as of the
date of this press release. Synutra undertakes no obligation to
update any forward-looking statements to reflect events or
circumstances after the date on which the statements are made or to
reflect the occurrence of unanticipated events.
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SOURCE Synutra International, Inc.