LINYI CITY, China, Dec. 22, 2016 /PRNewswire/ -- American
Lorain Corporation (NYSE MKT: ALN) ("ALN") and the shareholders
(the "Sellers") of Shengrong Environmental Protection Holding
Company Limited ("Shengrong") today announced that they have
entered into a definitive share exchange agreement (the
"Agreement"), pursuant to which ALN will acquire all of the
outstanding capital stock of Shengrong (the "Acquisition").
Shengrong is the indirect parent company of Hubei Shengrong
Environmental Protection Energy-Saving and Technology Co. Ltd.
("Hubei Shengrong"), a high-tech company engaged in the
development, manufacturing and sales of environmental protection
equipment with a focus on recycling industrial solid waste and
mining tailings in China.
Under the terms of the Agreement, at the closing of the
Acquisition, ALN will issue to the Sellers 114,000,000 shares of
ALN common stock, representing approximately 75% of the issued and
outstanding shares of ALN common stock following the consummation
of the Acquisition.
The Acquisition is subject to the satisfaction or waiver (if
applicable) of customary closing conditions, including regulatory
approvals. In addition, the Acquisition is subject to approval by
ALN shareholders.
In addition, ALN is obligated to take all actions necessary so
that, on, or promptly following, the closing of the Acquisition,
ALN will spin-off its existing food business to a third party.
ALN was advised on the Acquisition by Ellenoff Grossman &
Schole LLP, as legal counsel. The Sellers and Shengrong were
advised by Allbright Law Offices, as legal counsel. The special
committee was advised by LKP Global Law, LLP, as legal counsel.
The description of the Acquisition contained herein is only a
summary and is qualified in its entirety by reference to the
Agreement, a copy of which will be filed by ALN with the Securities
and Exchange Commission (the "SEC") as an exhibit to a Current
Report on Form 8-K.
About American Lorain
Corporation
American Lorain Corporation is
China's leading chestnut,
convenience food product and frozen food product manufacturer. The
company currently has 13 world-class standards of food production
lines, which can supply more than 200 products. For domestic trade,
it has more than thirty offices, with its sales network covering
large cities, medium-size cities and coastal cities all over
China. Regarding international
trade, the products are exported to more than 40 countries and
regions, such as Japan,
South Korea, Taiwan, Southeast
Asia and Europe, which
provides our company a high reputation in the international
market.
About Hubei Shengrong
Hubei Shengrong, formed in 2009 in China, is a high-tech company engaged in the
development, manufacturing and sales of environmental protection
equipment with a focus on recycling industrial solid waste and
mining tailings. The company holds six Chinese invention
patents and two U.S. patents and has 86 employees. Hubei Shengrong
owns cutting edge technologies relating to physical magnetic
industrial solid wastes recovery and comprehensive utilization. By
using these technologies, the company can process a variety of
solid waste materials. Furthermore, these technologies can abstract
valuable metal material from solid waste without generating any
chemical pollution. Hubei Shengrong has received recognition from
numerous industry organizations and governmental agencies,
including the Ministry of Land and Resources of the People's Republic of China and the
Ministry of Industry and Information Technology of the People's Republic of China.
Additional Information About the Proposed Acquisition and
Disclaimer
The proposed Acquisition will be submitted to shareholders of
ALN for their consideration. ALN intends to file with the SEC
preliminary and definitive proxy statements in connection with the
proposed Acquisition and other related matters, and will mail a
definitive proxy statement and other relevant documents to its
shareholders as of the record date established for voting on the
proposed Acquisition. ALN's shareholders and other interested
persons are advised to read, once available, the preliminary proxy
statement and any amendments thereto and, once available, the
definitive proxy statement, in connection with ALN's solicitation
of proxies for its shareholders' meeting to be held to approve,
among other things, the proposed Acquisition, because these
documents will contain important information about ALN, Hubei
Shengrong and the proposed Acquisition. Shareholders may also
obtain a copy of the preliminary or definitive proxy statement,
once available, as well as other documents filed with the SEC that
will be incorporated by reference in the proxy statement, without
charge, at the SEC's website located at www.sec.gov. This news
release does not constitute an offer to sell or the solicitation of
an offer to buy any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No portion of ALN's or
Hubei Shengrong's websites is incorporated by reference into or
otherwise deemed to be a part of this news release.
Participants in the Solicitation
ALN and its directors and executive officers and other persons
may be deemed to be participants in the solicitations of proxies
from ALN's shareholders in respect of the proposed Acquisition.
Information regarding ALN's directors and executive officers is
available in ALN's Annual Report on Form 10-K (the "Annual
Report"), filed by ALN with the SEC on March
31, 2016. Additional information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests will be contained in the proxy statement when it
becomes available and which can be obtained free of charge from the
sources indicated above.
Forward-Looking Statements
This news release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "expect,"
"anticipate," "believe," "seek," "target" or similar expressions
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Such
forward-looking statements with respect to the benefits of the
proposed Acquisition, the future financial performance of ALN
following the proposed Acquisition, changes in the market for
Shengrong's products, and expansion plans and opportunities,
including future acquisition or additional business combinations
are based on current information and expectations, forecasts and
assumptions, and involve a number of judgments, risks and
uncertainties. Accordingly, forward-looking statements should not
be relied upon as representing ALN's views as of any subsequent
date, and ALN does not undertake any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws. You should not place undue reliance on
these forward-looking statements. As a result of a number of known
and unknown risks and uncertainties, actual results or performance
may be materially different from those expressed or implied by
these forward-looking statements. Some factors that could cause
actual results to differ include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Agreement; (2) the outcome of
any legal proceedings that may be instituted against Shengrong or
ALN following announcement of the proposed Acquisition and related
transactions; (3) the inability to complete the Acquisition
contemplated by the Agreement due to the failure to obtain approval
of the shareholders of ALN or satisfy other conditions to the
closing of the proposed Acquisition; (4) the ability to obtain or
maintain the listing of ALN's common stock on the NYSE MKT
following the proposed Acquisition; (5) the risk that the proposed
Acquisition disrupts the parties' current plans and operations as a
result of the announcement and consummation of the Acquisition
described herein; (6) the ability to recognize the anticipated
benefits of the proposed Acquisition, which may be affected by,
among other things, competition and the ability of the combined
business to grow and manage growth profitably; (7) costs related to
the proposed Acquisition; (8) changes in applicable laws or
regulations; (9) the possibility that Shengrong or ALN may be
adversely affected by other economic, business, and/or competitive
factors; and (10) other risks and uncertainties indicated from time
to time in the proxy statement to be filed by ALN in connection
with the proposed Acquisition, including those under "Risk Factors"
therein, and other factors identified in ALN's prior and future
filings with the SEC, available at www.sec.gov.
Contact:
Sun Yunqiang
dongshiban@163.com
+86-539-731 7959
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SOURCE American Lorain
Corporation