WENLING, China, Sept.1, 2020 /PRNewswire/ -- Fuling Global Inc. (NASDAQ:FORK) ("Fuling Global," or the "Company"), a manufacturer and distributor of mainly environmentally-friendly plastic and paper foodservice disposable products, today announced that it has entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Fuling ParentCo Inc., an exempted company with limited liability incorporated under the law of the Cayman Islands ("Parent") and Fuling MergerCo Inc., an exempted company with limited liability incorporated under the law of the Cayman Islands and a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company and becoming a wholly-owned subsidiary of Parent (the "Merger"), in an all-cash transaction in which the Company will be acquired by a buyer group (the "Buyer Group") comprised of Ms. Guilan Jiang, founder and chairwoman of the board of directors (the "Board") of the Company, her extended family members who are also shareholders of the Company (together with Ms. Guilan Jiang, collectively, the "Rollover Shareholders"), and Mr. Qijun Huang, an individual financial investor.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each ordinary share of the Company, par value $0.001 per share (each, a "Share"), issued and outstanding immediately prior to the Effective Time other than Excluded Shares and Dissenting Shares (each as defined in the Merger Agreement), will be cancelled and cease to exist in exchange for the right to receive US$2.35 in cash (the "Merger Consideration") without interest, and net of any applicable withholding tax.
The Merger Consideration represents a premium of 15.2% over the Company's closing price of US$2.04 per Share as quoted by NASDAQ Capital Market (the "NASDAQ") on June 19, 2020, the last trading day prior to the day when the Company received a non-binding "going private" proposal from members of the Buyer Group. The Merger Consideration also represents an increase of approximately 7.8% over the US$2.18 per Share initially offered by the Buyer Group in its initial "going-private" proposal on June 20, 2020, and a premium of approximately 11.9% over the Company's closing price of US$2.10 per Share on August 31, 2020, the last trading day prior to issuance of this press release.
The Buyer Group intends to fund the Merger with a combination of rollover equity and cash, and has delivered copies of executed equity commitment letters to the Company.
The Board, acting upon the unanimous recommendation of a committee of independent directors established by the Board (the "Special Committee"), approved the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its independent financial and legal advisors.
The Merger, which is currently expected to close during the fourth quarter of 2020, is subject to customary closing conditions, including the approval of the Merger Agreement by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the Shares present and voting in person or by proxy at a meeting of the Company's shareholders which will be convened to consider the approval of the Merger Agreement and the Merger. The Rollover Shareholders have agreed to vote all of the Shares they beneficially own, which represent approximately 70.4% of the Company's issued and outstanding Shares as of the date of the Merger Agreement, in favor of the authorization and approval of the Merger Agreement and the Merger. The Company will call a meeting of shareholders for the purpose of voting on the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement as soon as practicable. If the Merger is completed, the Company will continue its operations as a privately held company and will be wholly owned by the Buyer Group and, as a result of the Merger, the Company will no longer be listed on the NASDAQ.
Houlihan Lokey (China) Limited is serving as the financial advisor to the Special Committee. King & Wood Mallesons, LLP is serving as the U.S. legal counsel to the Special Committee. Conyers Dill & Pearman is serving as the Cayman Islands legal counsel to the Special Committee. Kaufman & Canoles, P.C. is serving as the U.S. legal counsel to the Company.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as the U.S. legal counsel to the Buyer Group.