Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On July 3, 2014, New York time, in connection with the completion of the Merger,
the Company notified NASDAQ Stock Market LLC ("NASDAQ") of its intent to remove
the shares of Company common stock from listing and requested the filing of a
delisting application on Form 25 with the SEC, in order to delist and deregister
the shares of Company common stock. NASDAQ filed such Form 25 with the SEC on
July 3, 2014, New York time.
Item 3.03 Material Modification to Rights of Security Holders.
At the effective time of the Merger (the "Effective Time"), each share of
Company common stock issued and outstanding immediately prior to the Effective
Time was converted into the right to receive US$7.10
in cash, without interest,
less any applicable withholding taxes, except for the shares of Company common
stock (i) owned by the Company or any subsidiary of the Company or (ii) owned by
Holdco, Parent and Merger Sub, including shares contributed to Parent by Holdco,
Mr. Zishen Wu, Prosper Sino Development Limited
("Prosper Sino") and MSPEA
Agriculture Holding Limited
("MSPEA", and together with Holdco, Mr. Zishen Wu
and Prosper Sino, the "rollover holders"), immediately prior to the Effective
Time pursuant to a contribution agreement, dated as of September 23, 2013
amended on November 25, 2013
, among Parent, Holdco, Mr. Zishen Wu, Prosper Sino
and MSPEA, which were cancelled without receiving any consideration.
Following the expiration of ten days following the filing of the Form 25 by
NASDAQ, the Company intends to file with the SEC
a notification on Form 15 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requesting
the deregistration of the Company's common stock and the suspension of the
Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act,
including the obligations to file Form 10-K, Form 10-Q and Form 8-K.
Item 5.01 Changes in Control of Registrant.
On July 3, 2014
, New York
time, Parent consummated the acquisition of 100% of
the outstanding shares of Company common stock and Series A Convertible
Preferred Shares ("Company preferred stock") through the Merger. The Company is
the surviving corporation in the Merger and is a wholly-owned subsidiary of
The total amount of funds necessary to consummate the Merger and related
transactions, including the payment of fees and expenses incurred by the Company
in connection with the Merger that were outstanding at the closing of the
Merger, was approximately US$436 million
. The amount was funded through a
combination of: (i) the proceeds from the loan in an amount of US$225 million
pursuant and subject to the foreign exchange facility contract between Parent
and China Development Bank Corporation
; (ii) the proceeds from the issuance and
sale of notes in an amount of US$35 million
pursuant and subject to the note
purchase agreement between Lead Rich International Limited
("Lead Rich"), as
note purchaser and collateral agent, and Holdco, as note issuer; (iii) the
proceeds from a cash investment in indirect equity interests of Parent in an
amount of US$12 million
by Mr. Zishen Wu pursuant and subject to an equity
commitment letter between Mr. Zishen Wu and Parent, and a cash investment in
equity interests of Holdco in an amount of US$15 million
by Lead Rich pursuant
and subject to an equity commitment letter among Lead Rich, Holdco and Parent;
and (iv) the contribution by the rollover holders of 12,370,747 shares of
Company common stock and 6,505,113 shares of Company preferred stock to Parent
(the equivalent of an investment of approximately US$149 million
based upon the
per share Merger consideration of US$7.10
and valuing the Company preferred
stock on an as-converted basis), and the issuance of shares and options by
Holdco in consideration therefor, prior to the Merger.
The description of the Merger contained in this Current Report does not purport
to be complete and is qualified in its entirety by reference to the Amended
Merger Agreement. A copy of the press release announcing the completion of the
Merger is attached as Exhibit 99.1, and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Agreements of Certain Officers.
In accordance with the terms of the Amended Merger Agreement and effective as of
the Effective Time, the directors of Merger Sub immediately prior to the
Effective Time became the directors of the surviving corporation until the
earlier of their resignation or removal or until their respective successors are
duly elected and qualified. As of the Effective Time, Mr. Homer Sun
, Mr. Sean Shao
, Mr. Xindan Li and Mr. Rijun Zhang are no longer
directors of the Company. Mr. Zishen Wu remains as a director of the Company
following the Effective Time.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
In connection with the consummation of the Merger, the Company's Articles of
Incorporation were amended and restated, effective July 3, 2014
, New York
A copy of the Company's Amended and Restated Articles of Incorporation are
attached as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated
herein by reference. In connection with the consummation of the Merger, the
Company's Bylaws were amended and restated, effective July 3, 2014
, New York
time. A copy of the Company's Amended and Restated Bylaws are attached as
Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description
3.1 Amended and Restated Articles of Incorporation of the Company,
adopted July 3, 2014.
3.2 Amended and Restated Bylaws of the Company, adopted July 3,
99.1 Press Release dated July 3, 2014.