SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 14, 2013
(Exact name of registrant as specified in charter)
011 86 10-8455 4188
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Agreement and Plan of Merger
On January 14, 2013, Zhongpin Inc., a Delaware corporation (the “Company”), entered into an Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”) with Golden Bridge Holdings Limited, a Cayman Islands exempted company with limited liability (“Parent”), Golden Bridge Merger Sub Limited, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and Mr. Xianfu Zhu, the Company’s Chief Executive Officer and Chairman of the its Board of Directors. The Amendment amended certain terms of the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Parent, Merger Sub and Mr. Zhu (solely for the purposes of Section 6.6(c) and 6.15 of the Merger Agreement) dated November 26, 2012, to provide the following: (i) the extension of the “go-shop” period under the Merger Agreement until February 8, 2013 and (ii) the extension of the date on or prior to which the Merger Agreement may be terminated by the Company at any time for any reason until February 8, 2013. The Amendment is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Amendment was negotiated on behalf of the Company by the special committee formed by the board of directors (the “Special Committee”) comprising solely independent and disinterested directors, and upon the unanimous recommendation of the Special Committee, unanimously adopted by the Company’s board of directors.
The Special Committee has appointed Cowen and Company (Asia) Limited and Duff & Phelps Securities, LLC as financial advisors to the Special Committee and to conduct the go-shop process.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.