WENLING, China, June 22, 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 its board of directors (the "Board") has received a preliminary non-binding proposal letter (the "Proposal Letter"), dated June 20, 2020, from Ms. Guilan Jiang, founder and chairwoman of the Board of the Company on behalf of herself and her extended family members who are shareholders of the Company (the "Founder Family"), and Mr. Qijun Huang, an individual financial investor (together with Ms. Jiang and the Founder Family, the "Buyer Group"), to acquire all of the outstanding ordinary shares of the Company that are not already held by the Buyer Group for a purchase price of $2.18 per share, in cash (the "Proposed Transaction"). The Proposed Transaction, if completed, would result in the Company becoming a privately-held company owned by the Buyer Group, and the Company's ordinary shares would be delisted from the NASDAQ Capital Market. A copy of the Proposal Letter is attached hereto as Exhibit A.
The Company has formed a special committee of the Board, composed of Mr. Hong (Simon) He, Mr. Jian Cao and Mr. Fuyou Cai, each an independent and disinterested director, to consider the Proposal Letter and the Proposed Transaction. The Company cautions that the Board has just received the Proposal Letter and has not made any decisions with respect to the Proposal Letter and the Proposed Transaction. There can be no assurance that the Buyer Group will make any definitive offer to the Company, that any definitive agreement relating to the Proposal Letter will be entered into between the Company and the Buyer Group, or that the Proposed Transaction or any other similar 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 Fuling Global Inc.
Fuling Global manufactures and distributes mainly environmentally-friendly disposable serviceware for the foodservice industry, with six precision manufacturing facilities in the U.S., Mexico, Indonesia and China. The Company's plastic and paper serviceware products include disposable cutlery, drinking straws, cups, plates and other plastic and paper products and are used by more than one hundred customers, including some of the world's most notable quick-service restaurants and retailers, primarily in the U.S., China, Canada and European countries. More information about the Company can be found at: http://ir.fulingglobal.com/.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Statements that are not historical facts, including statements about Fuling Global's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement All information provided in this press release is as of the date of this press release, and Fuling Global does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Exhibit A
June 20, 2020
Board of Directors (the "Board")
Fuling Global Inc. ("Fuling" or the "Company")
88 Jintang South Ave
East New District
Wenling, Zhejiang Province
People's Republic China 317509
Dear Members of the Board of Directors:
Ms. Guilan Jiang, Chairwoman of the Board of Fuling (the "Founder"), on behalf of herself and her extended family members who are shareholders of Fuling, including Ms. Sujuan Zhu, Mr. Qian Hu, Mr. Xinzhong Wang and Mr. Jinxue Jiang (together with the Founder, the "Founder Family"), and Mr. Qijun Huang, an individual financial investor ("Investor", together with the Founder Family, the "Buyer Group", "we" or "us") are pleased to submit this preliminary non-binding proposal ("Proposal") to acquire all of the outstanding ordinary shares of the Company that are not already held by the Buyer Group (the "Acquisition") in a going private transaction at proposed purchase price of US$2.18 per share in cash. We believe that our Proposal provides a very attractive opportunity for the Company's shareholders to realize substantial and immediate returns while ensuring long term growth and continued investment in the Company's business. Key terms of our Proposal include:
1. Consortium. The members of the Buyer Group intend to form an acquisition company for the purpose of implementing the Acquisition, and have agreed to work exclusively with each other in pursuing the Acquisition.
2. Purchase Price. The consideration payable for each common share of the Company is proposed to be $2.18 per common share in cash (in each case other than those common shares held by the members of the Buyer Group). Our proposal represents a premium of approximately 7% to the Company's closing price on June 19, 2020, and a premium of approximately 22% to the volume-weighted average closing price of the Company during the last 30 trading days.
3. Funding. We intend to finance the Acquisition with a combination of equity and debt capital. Equity and debt financing would be provided by the Buyer Group in the form of rollover equity in the Company and cash contributions from us. We expect definitive commitments for the required financing, subject to terms and conditions set forth therein, to be in place when the Definitive Agreements (as defined below) are signed with the Company.
4. Process; Due Diligence. We believe that the Acquisition will provide superior value to the Company's shareholders. We recognize that the Company's Board of Directors will evaluate the Acquisition fairly and independently before it can make its determination to endorse it. We believe that we will be in a position to complete customary legal, financial and accounting due diligence for the Acquisition in a timely manner and in parallel with discussions on the Definitive Agreements.
5. Definitive Agreements. We are prepared to promptly negotiate and finalize mutually satisfactory definitive agreements with respect to the Acquisition (the "Definitive Agreements") while conducting our due diligence. This proposal is subject to the execution of the Definitive Agreements. The Definitive Agreements will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.
6. Confidentiality. We believe it would be in all of our interests to ensure that we proceed in a strictly confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussion.
7. Business and Operations of the Company. The members of the Founder Family collectively own approximately 70% of the Company's issued and outstanding shares, and we remain committed to building and growing the Company after the Acquisition. In considering our Proposal, you should be aware that we are interested only in acquiring the outstanding shares of the Company that we do not already own, and that we do not intend to sell our shares in the Company to any third party.
8. No Binding Commitment. This letter does not contain all matters upon which agreement must be reached in order to consummate the proposed Acquisition described above, 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. Nothing herein shall obligate any person to engage in or continue discussions regarding the proposed Acquisition, and any of us may terminate discussions at any time for any reason or no reason. Any actions taken by any person in reliance on this Proposal shall be at that person's own risk and cost.
In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. We look forward to hearing from you.
* * * *
Sincerely,
Guilan Jiang |
/s/ Guilan Jiang |
Sincerely,
Qijun Huang |
/s/ Qijun Huang |
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