KUNMING, CHINA--(Marketwired - April 16, 2013) - China Shenghuo Pharmaceutical Holdings, Inc. (PINKSHEETS: CKUN) ("China Shenghuo" or the "Company"), today announced that the special committee consisting solely of independent directors (the "Special Committee") has accepted an offer from Lan's Int'l Medicine Investment Co., Limited ("LIMI") to take the Company private (the "Going Private Transaction") by effecting a reverse stock split followed by a cancellation of all fractional shares below one whole share at a per share price of $0.16 (the "Going Private Proposal"). LIMI has agreed to fund the payout of fractional shares.
As previously announced, in connection with the receipt of a preliminary proposal from LIMI to cash out the public shareholders of the Company at a price of $0.15 per share, the Board of Directors (the "Board") of the Company designated and authorized the Special Committee to evaluate the Going Private Transaction, negotiate with LIMI and approve, if appropriate, the terms of the Going Private Transaction. The Special Committee retained National Securities Corporation ("National") as its independent financial advisor and Dorsey & Whitney LLP as its counsel. After negotiating with LIMI, which increased the price to $0.16 per share and considering various factors including the fairness opinion rendered by National, the Special Committee unanimously accepted the Going Private Proposal and approved the Going Private Transaction. Based on the evaluation and approval of the Special Committee, LIMI, as the majority shareholder owning approximately 77.3% of the Company's outstanding common stock, has approved the Going Private Transaction.
The Going Private Transaction, if completed, would result in the acquisition of all of the outstanding shares of common stock (other than the shares owned by LIMI) by LIMI. The closing of the proposed Going Private Transaction is subject to, among other things, (i) the filing of the Certificate of Amendment to the Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware; (ii) regulatory approval; (iii) funding by LIMI; and (iv) the execution of certain definitive transaction documents.
The Company plans to mail an information statement to its shareholders containing information about the proposed Going Private Transaction. Investors and shareholders are advised to read the information statement carefully when it becomes available because it will contain important information about the proposed transaction and related matters. The information statement will be posted on http://www.shenghuo.com.cn when available.
About China Shenghuo
Founded in 1995, China Shenghuo is primarily engaged in the research, development, manufacture, and marketing of Sanchi-based medicinal and pharmaceutical, nutritional supplement and cosmetic products. Through its subsidiary, Kunming Shenghuo Pharmaceutical (Group) Co., Ltd., it owns thirty SFDA (State Food and Drug Administration) approved medicines, including the flagship product Xuesaitong Soft Capsules. At present, China Shenghuo incorporates a sales network of agencies and representatives throughout China, which markets Sanchi-based traditional Chinese medicine to hospitals and drug stores as prescription and OTC drugs primarily for the treatment of cardiovascular, cerebrovascular and peptic ulcer disease. The Company also exports medicinal products to Asian countries such as Indonesia, Singapore, Japan, Malaysia, and Thailand and to European countries such as the United Kingdom, Tajikistan, Russia and Kyrgyzstan.
China Shenghuo is also expanding into the businesses of the hotel, hospitality and wellness tourism. For more information, please visit http://www.shenghuo.com.cn.
Safe Harbor Statement
This press release may contain certain "forward-looking statements." All statements other than statements of historical fact included herein are "forward-looking statements." These forward looking statements are often identified by the use of forward-looking terminology such as "believes," "expects," or similar expressions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.