Country Style Cooking Closes "Going Private" Transaction.

MANews-(C)2009-2016

25 April 2016 - Chinese quick service restaurant chain Country Style Cooking Restaurant Chain Co., Ltd. (NYSE: CCSC) has closed an agreement and plan of merger with Country Style Cooking Restaurant Chain Holding Ltd. and its Country Style Cooking Restaurant Chain Merger Co. Ltd. subsidiary under which the holding company will acquire Country Style Cooking for USD 1.3075 per ordinary share of the company or USD 5.23 per American depositary share, each representing four shares, the company said.

The deal was launched last summer. Country Style Cooking has a market cap of around USD 187.23m.

This amount 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 August 14, 2015, the date on which the company announced that it had received a "going-private" proposal.

Immediately after the completion of the transaction, the parent will be ultimately beneficially owned by Hong Li, co-founder and chairwoman of the board, Xingqiang Zhang, co-founder, chief executive officer and director of the company and Sky Success Venture Holdings Ltd., and SIG China Investments One, Ltd.

To date, the buyer group and SIG China beneficially own, in the aggregate, approximately 68.9% of the outstanding shares (excluding outstanding share incentive awards of the company).

The company's board of directors acting upon the unanimous recommendation of a special committee of the board approved the merger agreement and the transaction and resolved to recommend that the company's shareholders vote to authorize and approve the merger agreement and the transaction.

This special committee, which is composed solely of independent directors of the company who are unaffiliated with parent, merger sub or any member of the buyer group or SIG China, exclusively negotiated the terms of the merger agreement with the buyer group with the assistance of its independent financial and legal advisors.

The buyer group intends to fund the transaction from the proceeds of a loan to be provided by China Merchants Bank Co., Ltd., New York Branch pursuant to a debt commitment letter dated December 17, 2015.

Country Style Cooking Restaurant Chain directly operates all of its restaurants and is the largest quick service restaurant chain in Chongqing municipality, home to Sichuan cuisine.

Country: China

Sector: Hotels/Restaurants/Casinos/Catering

Target: Country Style Cooking Restaurant Chain Co., Ltd

Buyer: Xingqiang Zhang and Sky Success Venture Holdings

Vendor:

Deal size in USD: 127.69m

Type: MBO

Financing: Cash

Status: Closed

Buyer advisor: , ,

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