QINGDAO, China and ROCKVILLE, Md., May 16,
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 the completion of the merger (the "Merger") contemplated
by the previously announced Agreement and Plan of Merger, dated as
of November 17, 2016 (the "Merger
Agreement"), by and among Beams Power Investment Limited
("Parent"), Beams Power Merger Sub Limited (the "Merger Sub") and
the Company. 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 stockholders at a special meeting held on
April 28, 2017, each share of Company
common stock has been cancelled and converted into the right to
receive $6.05 in cash, without
interest and less any applicable withholding taxes (the "Merger
Consideration"), except for (a) shares of common stock held by (i)
any of Parent, Merger Sub and any other direct or indirect
subsidiary of Parent and (ii) the Company, all of which have been
cancelled and ceased to exist without the right to receive any
payment or distribution thereon, and (b) shares of common stock
owned by stockholders who have properly validly perfected and have
not effectively withdrawn or lost their appraisal rights pursuant
to Section 262 of the Delaware General Corporation Law ("DGCL"),
which shares of common stock have been cancelled for the right to
receive the fair value of such shares as determined in accordance
with the provisions of the DGCL.
Stockholders of record as of the effective time of the Merger
who are 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. Stockholders
should wait to receive the letter of transmittal before
surrendering their share certificates.
Houlihan Lokey Capital, Inc. is serving as the financial advisor
to the Special Committee of the Company's Board of Directors (the
"Special Committee"), Cleary Gottlieb
Steen & Hamilton LLP is serving as U.S. legal counsel to
the Special Committee, and Potter Anderson & Corroon LLP is
serving as Delaware legal counsel
to the Special Committee. Wilson Sonsini
Goodrich & Rosati, Professional Corporation is serving
as U.S. and Delaware legal counsel
to the Company. Davis Polk &
Wardwell LLP is serving as U.S. legal counsel to the buyer
group.
About Synutra International, Inc.
Synutra International, Inc. 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 Merger, management plans
relating to the Merger as well as all assumptions, expectations,
predictions, intentions or beliefs about future events. 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.