Additional Proxy Soliciting Materials (definitive) (defa14a)
07 June 2013 - 6:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
schedule
14A
(rule
14a-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
x
Filed
by a Party other than the Registrant
o
Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for Use of
the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant
to §240.14a-12
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Feihe
International, Inc.
(Name of
Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check
the appropriate box):
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x
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Fee computed on table below
per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities
to which transaction applies:
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Common
stock, par value $0.001 per share, of Feihe International, Inc.
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(2)
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Aggregate
number of securities to which
transaction applies:
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11,617,166 shares
of common stock, calculated as the sum of (A) 11,605,166 shares of common stock issued and outstanding as of May 20, 2013 subject
to the transaction (consisting of 19,784,291 shares of common stock outstanding as of May 20, 2013 minus 8,179,125 shares of common
stock held by Mr. You-Bin Leng, Mr. Sheng-Hui Liu and Mr. Hua Liu (collectively, the “Rollover Holders”)*), and (B)
12,000 shares of common stock underlying outstanding options as of May 20, 2013 (consisting of the 48,000 shares of common stock
underlying outstanding options with an exercise price below $7.40 per share as of May 20, 2013 minus 36,000 shares of common stock
underlying outstanding options held by the Rollover Holders*).
* Shares of common stock
and options to purchase shares of common stock held by the Rollover Holders are all being contributed to Platinum Infant Formula
Holding Limited immediately prior to the consummation of the merger and will be cancelled at the effective time of the merger
for no consideration thereon.
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(3)
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Per
unit price or other underlying
value of transaction computed
pursuant to Exchange Act Rule
0-11 (set forth the amount on
which the filing fee is calculated
and state how it was determined):
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The proposed maximum
aggregate value of the transaction for purposes of calculating the filing fee is $85,880,028.40. The maximum aggregate value of
the transaction was calculated based upon the sum of (A) 11,605,166 shares of common stock issued and outstanding as of May 20,
2013 subject to the transaction (consisting of 19,784,291 shares of common stock outstanding as of May 20, 2013 minus the 8,179,125
shares of common stock held by the Rollover Holders) multiplied by $7.40 per share merger consideration, and (B) 12,000 shares
of common stock underlying outstanding options as of May 20, 2013 (consisting of the 48,000 shares of common stock underlying
outstanding options with an exercise price below $7.40 per share as of May 20, 2013 minus 36,000 shares of common stock underlying
outstanding options held by the Rollover Holders) multiplied by $0.15 per share (which is the difference between the $7.40 per
share merger consideration and the weighted average exercise price of such options of $7.25 per share). The filing fee equals
the product of 0.00013640 multiplied by the maximum aggregate value of the transaction.
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(4)
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Proposed
maximum aggregate value of transaction:
$85,880,028.40
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(5)
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Total
fee paid: $11,714.04
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x
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Fee paid previously
with preliminary materials.
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o
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Check
box
if
any
part
of
the
fee
is
offset
as
provided
by
Exchange
Act
Rule
0-11(a)(2)
and
identify
the
filing
for
which
the
offsetting
fee
was
paid
previously.
Identify
the
previous
filing
by
registration
statement
number,
or
the
Form
or
Schedule
and
the
date
of
its
filing:
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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June
6, 2013
Dear
Shareholder:
Please
find attached a supplement to the proxy statement previously sent to you in connection with the special meeting of shareholders
of Feihe International, Inc. (the “Company”) to be held on June 26, 2013.
At
the special meeting, you will be asked to consider and vote upon proposals to approve (i) the Agreement and Plan of Merger, dated
March 3, 2013 (the “merger agreement”), by and among Diamond Infant Formula Holding Limited, a Cayman Islands exempted
company (“Holdco”), Platinum Infant Formula Holding Limited, a Cayman Islands exempted company and a wholly owned
subsidiary of Holdco (“Parent”), Infant Formula Merger Sub Holding Inc., a Utah corporation and a wholly owned subsidiary
of Parent (“Merger Sub”), and the Company, providing for the merger of Merger Sub with and into the Company with the
Company surviving the merger as a wholly owned subsidiary of Parent (the “merger”); and (ii) the adjournment of the
special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the
special meeting to approve the merger agreement.
If
the merger is approved and completed, you will be entitled to receive $7.40 in cash for each share of the Company common stock
that you own.
Your
board of directors, by unanimous vote and after careful consideration, recommends that all shareholders vote “FOR”
the proposal to approve the merger agreement, and “FOR” the proposal to approve the adjournment of the special meeting,
if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting
to approve the merger agreement.
The
merger must be approved by the affirmative vote by (i) shareholders holding at least a majority of the outstanding shares of Company
common stock and (ii) shareholders (other than buyer group) holding at least a majority of the outstanding shares of the Company
common stock other than the shares held by the buyer group. The approval of the adjournment of the special meeting requires the
affirmative vote of the holders of at least of a majority of the shares of Company common stock present and entitled to vote at
the special meeting as of the record date, whether or not a quorum is present.
Regardless
of the number of shares of Company common stock you own, your vote is important. The failure to vote will have the same effect
as a vote “AGAINST” the proposal to approve the merger agreement. Your vote is important to us and we need your support.
If
you have any questions, require assistance with voting your proxy card, or need additional copies of proxy material, please call
Innisfree M&A Incorporated at 1-888-750-5834 (toll-free from the US and Canada) or 1-412-232-3651 (from other countries).
Institutional holders and banks and brokers may call collect at 1-212-750-5833.
Thank
you in advance for your support and for acting promptly.
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Sincerely,
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Sincerely,
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/s/ David
Dong
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/s/ You-Bin
Leng
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David
Dong
Chairman
of the Special Committee
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You-Bin
Leng
Chairman
and Chief Executive Officer
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Date:
June 6, 2013
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