SYNUTRA INTERNATIONAL, INC. (NASDAQ:SYUT) Files An 8-K Completion of Acquisition or Disposition of Assets
Completion of Acquisition or Disposition of
The Information in Item 5.01 below is incorporated herein by
Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On May 15, 2017, in connection with the completion of the Merger,
the Company notified the NASDAQ Global Select Market (NASDAQ) of
its intent to remove its common stock, par value $0.0001 (Common
Stock) from listing on the NASDAQ and requested the NASDAQ to
file a delisting application on Form 25 with the Securities and
Exchange Commission (the SEC) to delist and deregister the Common
Stock. The Company will file with the SEC a certification on Form
15 under the Securities and Exchange Act of 1934, as amended (the
Exchange Act), requesting the deregistration of the Common Stock
and the suspension of the Companys reporting obligations under
Sections 13 and 15(d) of the Exchange Act.
Material Modification to Rights of Security
As of the effective time of the Merger (the Effective Time), each
outstanding share of Common Stock was converted into the right to
receive $6.05 per share in cash, without interest, excluding (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properly validly perfected and have not effectively withdrawn or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 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
|Item 5.01||Changes in Control of Registrant.|
On May 15, 2017, Parent consummated the acquisition of 100% of
the outstanding voting securities of the Company through the
Merger. The Company is the surviving corporation in the Merger
and is a wholly-owned subsidiary of Parent.
The aggregate consideration paid in connection with the Merger
was approximately $107 million. The consideration was funded
through a debt financing of the full consideration to a debt
commitment letter from Shanghai Pudong Development Bank co., Ltd.
This description of the Merger does not purport to be complete
and is qualified in its entirety by reference to the Merger
Agreement, which is attached as Exhibit 2.1 hereto and
incorporated herein by reference. A copy of the press release
announcing the completion of the Merger is attached as Exhibit
99.1 hereto and incorporated herein by reference.
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 Merger Agreement and
effective as of the Effective Time, Jinrong Chen, Lei Lin and
Yalin Wu resigned as members of the board of directors of the
Company. Liang Zhang remains as the Companys director following
the Effective Time.
Amendments to Certificate of Incorporation or Bylaws;
Change in Fiscal year.
In connection with the consummation of the Merger, the Companys
Certificate of Incorporation and Bylaws were amended and
restated, effective May 15, 2017. Copies of the Companys Amended
and Restated Certificate of Incorporation and Bylaws are attached
as Exhibit 3.1 and 3.2, respectively, to this Current Report on
Form 8-K and is incorporated herein by reference.
|Item 8.01.||Other Events.|
On May 16, 2017, the Company issued a press release announcing
the completion of the Merger. A copy of the press release is
attached as Exhibit 99.1 and is incorporated herein by reference.
|Item 9.01.||Financial Statements and Exhibits.|
The list of exhibits in the Exhibit Index to this Current Report
is incorporated herein by reference.
About SYNUTRA INTERNATIONAL, INC. (NASDAQ:SYUT)
Synutra International, Inc. is an infant formula company in China. The Company is engaged in the production, distribution and sale of dairy-based nutritional products under the Shengyuan or Synutra line of brands. The Company operates through three segments: Nutritional Food, which includes the sale of powdered infant and adult formula products, with brands, including Super, My Angel and Dutch Cow, as well as the sale of prepared foods under the brand of Huiliduo; Nutritional Supplement, which includes the production and sale of nutritional supplements, such as chondroitin sulfate to third-parties and microencapsulated Docosahexanoic Acid and Arachidonic Acid to the nutritional food segment for use in powdered formula production, and Other Business, which includes non-core businesses, such as ancillary sales of excess or unusable ingredients and materials to industrial customers; provision of genetic diagnostic services for new born babies, and sales of cosmetics to pregnant women. SYNUTRA INTERNATIONAL, INC. (NASDAQ:SYUT) Recent Trading Information
SYNUTRA INTERNATIONAL, INC. (NASDAQ:SYUT) closed its last trading session at 6.05 with 268,942 shares trading hands.