QINGDAO, China and ROCKVILLE, Md., April
28, 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 at its special meeting of
stockholders held earlier today, the Company's stockholders voted,
among other things, in favor of the proposal to adopt the
previously announced agreement and plan of merger (the "Merger
Agreement"), dated as of November 17,
2016, by and among the Company, Beams Power Investment
Limited, a company with limited liability incorporated under the
laws of the British Virgin Islands
("Parent"), and Beams Power Merger Sub Limited, a Delaware corporation and a wholly-owned
subsidiary of Parent ("Merger Sub"), providing for the merger of
Merger Sub with and into the Company, with the Company surviving
the merger as a wholly-owned subsidiary of Parent. Approximately
85.3% of the shares outstanding were voted in favor of the proposal
to adopt the Merger Agreement. Specifically, approximately 59.7% of
the shares of common stock outstanding held by unaffiliated
stockholders voted in favor of the proposal to adopt the Merger
Agreement, satisfying the "majority of the minority" voting
requirement set forth in the Merger Agreement.
The parties currently expect to complete the merger in
May 2017, subject to the satisfaction
or waiver of the conditions set forth in the Merger Agreement. If
completed, the proposed merger would result in the Company becoming
a privately held company and its common stock would no longer be
listed on the NASDAQ Global Select Market.
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; the effect of the
announcement of the proposed merger or operational activities taken
in anticipation of the merger on our business relationships,
results of operations and business generally; the outcome of any
legal proceedings that have been or may be instituted against us
related to the Merger Agreement; the amount of the costs, fees,
expenses and charges related to the merger; 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.