CHONGQING, China, Aug. 14, 2015 /PRNewswire/ -- Country Style
Cooking Restaurant Chain Co., Ltd (NYSE:CCSC) ("Country Style
Cooking" or the "Company"), a fast-growing quick service restaurant
chain in China, today
announced that its Board of Directors (the "Board") has
received a non-binding proposal letter, dated August 14, 2015, from Ms. Hong Li, Co-Founder and Chairwoman of the Board,
Mr. Xingqiang Zhang, Co-Founder,
Chief Executive Officer and Director of the Company, and Sky
Success Venture Holdings Limited, proposing a "going-private"
transaction (the "Transaction") to acquire all of the outstanding
ordinary shares of the Company not already owned by Ms. Li, Mr.
Zhang and Sky Success Venture Holdings Limited or their respective
affiliates for $5.23 in cash per
American depositary share ("ADS"), each representing four ordinary
shares. The proposed purchase price represents a premium of 18.9%
to the closing trading price of the Company's ADS on August 13, 2015, the last trading day prior to
the date hereof.
Ms. Li, Mr. Zhang, Sky Success Venture Holdings Limited and
their respective affiliates currently beneficially own an aggregate
of approximately 56.9% of the Company's total issued and
outstanding shares.
According to the proposal letter, Ms. Li, Mr. Zhang and Sky
Success Venture Holdings Limited intend to fund the consideration
payable in the Transaction with a combination of debt and equity
capital.
The Board has formed a special committee comprised of
independent and disinterested directors. The special committee
is composed of Messrs. Li-Lan Cheng,
Winston Jin Li and Eric Haibing Wu, who are independent directors
of the Company and are unaffiliated with the Transaction. Mr.
Li-Lan Cheng will be the chairman of
the special committee. The Board has authorized the special
committee to retain independent legal and financial advisors to
assist it in evaluating the Transaction.
The Board cautions the Company's shareholders and others
considering trading in its securities that the Board just received
the non-binding proposal letter from Ms. Li, Mr. Zhang and Sky
Success Venture Holdings Limited and no decisions have been made
with respect to the Company's response to the Transaction. There
can be no assurance that any definitive offer will be made, that
any agreement will be executed or that this or any other
transaction will be approved or consummated. The Company does
not undertake any obligation to provide any updates with respect to
this or any other transaction, except as required under applicable
law.
About Country Style Cooking Restaurant Chain Co.,
Ltd.
Country Style Cooking Restaurant Chain Co., Ltd. (NYSE: CCSC)
("Country Style Cooking") is a fast-growing quick service
restaurant chain in China,
offering delicious, everyday Chinese food to customers who desire
fast and affordable quality meals. Country Style Cooking directly
operates all of its restaurants and is the largest quick service
restaurant chain in Chongqing
municipality, home to Sichuan
cuisine, one of the best-known Chinese regional cuisines.
Additional information about Country Style Cooking can be found at
http://ir.csc100.com.
Safe Harbor Statements
All statements other than statements of historical fact
contained in this release, including statements regarding future
results of the operations of the Company are forward-looking
statements, which are made under the "safe harbor" provisions of
the U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to a number of risks,
uncertainties and assumptions that could cause actual results to
differ materially. Uncertainties and assumptions, and the
forward-looking events and circumstances discussed in this release
are inherently uncertain and may not occur, and actual results
could differ materially and adversely from those anticipated or
implied in the forward-looking statements. Accordingly, you should
not rely upon forward-looking statements as predictions of future
events. The Company does not undertake any obligation to update
publicly or revise any forward-looking statements for any reason
after the date of this release, nor to conform these statements to
actual results, future events, or to changes in the Company's
expectations.
Annex A
August 14, 2015
The Board of Directors
Country Style Cooking Restaurant Chain Co., Ltd.
No. 19 Yunshan South Road
Yubei District, Chongqing
People's Republic of China
The People's Republic of China
Dear Sirs:
Ms. Hong Li, Co-Founder and
Chairwoman of the Board of Directors of Country Style Cooking
Restaurant Chain Co., Ltd. (the "Company"), Mr. Xingqiang Zhang, Co-Founder, Chief Executive
Officer and director of the Company and Sky Success Venture
Holdings Limited (together, the "Buyer Group") are pleased to
submit this preliminary non-binding proposal to acquire all
outstanding ordinary shares (the "Shares") of the Company not
beneficially owned by the Buyer Group in a going-private
transaction (the "Acquisition"). Our proposed purchase price
for each American depositary share of the Company ("ADS", each
representing four Shares) is $5.23 in
cash. The Buyer Group and their respective affiliates beneficially
own approximately 56.9% of all the issued and outstanding Shares of
the Company.
We believe that our proposal provides an attractive opportunity
for the Company's shareholders. Our proposed purchase price
represents a premium of approximately 18.9% to the closing trading
price of the Company's ADSs on August 13,
2015, the last trading day prior to the date hereof.
The terms and conditions upon which we are prepared to pursue
the Acquisition are set forth below. We are confident in our
ability to consummate an Acquisition as outlined in this
letter.
- Buyer Group. Members of the Buyer Group intend to enter
into a consortium agreement, pursuant to which members of the Buyer
Group will agree to, among other things, cooperate in connection
with implementing the Acquisition, and work with each other on an
exclusive basis in pursuing the Acquisition. The contemplated
consortium agreement will obligate the Buyer Group members to (i)
vote for the proposed Transaction and not take any action
inconsistent with it, (ii) not transfer any of their respective
shares in the Company unless as otherwise permitted under the
Consortium Agreement, and (iii) vote against any competing proposal
or matter that would facilitate a competing proposal.
- Purchase Price. The consideration payable for each ADS
will be $5.23 in cash, or
$1.3075 in cash per Share (in each
case other than those ADSs or Shares beneficially owned by members
of the Buyer Group or their affiliates that will be rolled over in
connection with the Acquisition).
- Financing. We intend to finance the Acquisition with a
combination of debt and equity capital. Equity financing will
be provided from the Buyer Group members and any additional members
we accept into the Buyer Group in the form of cash and rollover
equity in the Company. Debt financing is expected to be provided by
third-party loans, if required. We are confident that we can timely
secure adequate financing to consummate the Acquisition.
- Due Diligence. We believe that we will be in a position
to complete customary due diligence for the Acquisition in a timely
manner and in parallel with discussions on the definitive
agreements. We would like to ask the board of directors of the
Company (the "Board") to accommodate such due diligence request and
approve the provision of confidential information relating to the
Company and its business to possible sources of equity and debt
financing subject to a customary form of confidentiality agreement.
- Definitive Agreements. We are prepared to promptly
negotiate and finalize the definitive agreements (the "Definitive
Agreements") providing for the Acquisition and related
transactions. This proposal is subject to execution of the
Definitive Agreements. These documents will include provisions
typical for transactions of this type.
- Process. We believe that the Acquisition will provide
superior value to the Company's shareholders. We recognize that the
Board will evaluate the Acquisition independently before it can
make its determination to endorse it. Given the involvement
of Ms. Li, Mr. Zhang and Sky Success Venture Holdings Limited in
the Acquisition, we expect that the independent, disinterested
members of the Board will proceed to consider the proposed
Acquisition.
In considering our offer, you should be aware that the Buyer Group
is interested only in acquiring the outstanding Shares that members
of the Buyer Group and their respective affiliates do not already
beneficially own, and that the Buyer Group does not intend to sell
their stake in the Company to any third party.
- Confidentiality. The Buyer Group will, as required by
law, promptly file a Schedule 13D with the U.S. Securities and
Exchange Commission to disclose this proposal. However, we
are sure you will agree with us that it is in all of our interests
to ensure that we proceed in a strictly confidential manner, unless
otherwise required by law, until we have executed the Definitive
Agreements or terminated our discussions.
- No Binding Commitment. This proposal constitutes only a
preliminary indication of our interest, and does not constitute any
binding commitment with respect to the Acquisition. A binding
commitment will result only from the execution of Definitive
Agreements, and then will be on terms and conditions provided in
such documentation.
In closing, we would like to express our commitment to working
together to bring this Acquisition to a successful and timely
conclusion. Should you have any questions regarding this
proposal, please do not hesitate to contact us.
Sincerely,
Ms. Hong Li
Mr. Xingqiang
Zhang
Sky Success Venture Holdings Limited
Name: Zhiyun Peng
Title: Director
Contact:
Country Style Cooking Restaurant Chain Co., Ltd.
Phone: +86-23-8866-8866
E-mail: ir@csc100.com
ICR Inc.
Bill Zima
Phone: +86-10-6583-7511 or +1-646-328-2520
E-mail: bill.zima@icrinc.com
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SOURCE Country Style Cooking Restaurant Chain Co.,Ltd.
