UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
October 27, 2015
CHINA YIDA HOLDING, CO.
(Exact
Name of Registrant as Specified in Charter)
Nevada |
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000-26777 |
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50-0027826 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification Number) |
28/F Yifa Building, No. 111 Wusi Road
Fuzhou, Fujian, P. R. China |
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350003 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: +86 (591) 2830 2230
Not Applicable
(Former Name or Former
Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On October 27, 2015, the Company issued a press release. A copy
of the press release is furnished herewith as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
99.1 |
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Press Release dated October 27, 2015 |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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CHINA YIDA HOLDING, CO. |
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Dated: October 27, 2015 |
By: |
/s/ Yongxi Lin |
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Name: Yongxi Lin |
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Title: Chief Financial Officer |
3
Exhibit 99.1
CHINA YIDA HOLDING ANNOUNCES RECEIPT OF “GOING
PRIVATE”
PROPOSAL AND FORMATION OF SPECIAL COMITTEE
FUZHOU, China — October
27, 2015 — China Yida Holding, Co. (Nasdaq: CNYD) (“China Yida” or the “Company”),
a tourism enterprise in China, today announced that its Board of Directors has received a preliminary, non-binding proposal letter
dated October 24, 2015 from Mr. Minhua Chen, Chairman, CEO and President of the Company (“Mr. Chen”) and Yanling
Fan, Chief Operating Officer of the Company and the wife of Mr. Chen (“Ms. Fan”), to acquire all of the outstanding
shares of common stock of the Company not currently owned by them at a proposed price of $3.17 per share, in cash, subject to certain
conditions. Mr. Chen and Ms. Fan currently beneficially own, in the aggregate, approximately 58% of the Company’s outstanding
shares of common stock.
According to the proposal letter, Mr.
Chen and Ms. Fan will form an acquisition vehicle for the purpose of pursuing the acquisition and the acquisition is intended to
be financed by equity capital. A copy of the proposal letter is attached hereto as Exhibit A.
The Company's board of directors has
formed an independent special committee (the “Special Committee”), composed of Renjiu Pei, Chunyu Yin and Fucai
Huang and elected Mr. Pei as its chairman, to consider the proposal. The Special Committee has the authority to retain independent
legal and financial advisors to assist it. There can be no assurance that any definitive offer will be made, that any agreement
will be executed or that a transaction with Mr. Chen and Ms. Fan or any other transaction will be approved or consummated.
About China Yida
China Yida is a leading
tourism enterprise focused on China’s fast-growing leisure industry and headquartered in Fuzhou City, Fujian province of
China. The Company provides tourism management services and specializes in the development, management and operation
of natural, cultural and historic scenic sites.
China Yida currently
operates the Hua’An Tulou tourist destination (World Culture Heritage),China Yunding Park (National Park), China Yang-sheng
(Nourishing Life) Paradise and the City of Caves.
For further information, please contact the Company directly, or
visit its Web site at http://www.yidacn.net.
Forward-Looking Statements
Certain statements in this press release that
are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995. Such statements may be identified by the use of words such as “anticipate, “believe,” “expect,”
“future,” “may,” “will,” “would,” “should,” “plan,” “projected,”
“intend,” and similar expressions. Such forward-looking statements, involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements of China Yida Holding Co., Inc. (the “Company”)
to be materially different from those expressed or implied by such forward-looking statements. The Company’s future operating
results are dependent upon many factors, including but not limited to: (i) the Company’s ability to obtain sufficient capital
or a strategic business arrangement; (ii) the Company’s ability to build and maintain the management and human resources
and infrastructure necessary to support the anticipated growth of its business; (iii) competitive factors and developments beyond
the Company’s control; and (iv) other risk factors discussed in the Company’s periodic filings with the Securities
and Exchange Commission, which are available for review at www.sec.gov.
For investor and media inquiries, please contact:
China Yida Holding, Co.
Jocelyn Chen
Phone: +86 591 28082230
Email: jocelynchen@yidacn.net
Exhibit A
Proposal Letter
October 24th, 2015
China Yida Holding, Co.,
28/F Yifa Building, No. 111 Wusi Road
Fuzhou, Fujian,
P. R. China 350003
Attn: The Board of Directors
Dear Sirs:
We, Minhua Chen and Yanling Fan, are pleased
to submit this preliminary no-binding proposal to acquire all the outstanding shares of common stock of China Yida Holding, Co.,
(the “Company”) that are not already directly or indirectly beneficially owned by us in a going private transaction
(the “Transaction”).
We believe that our proposal provide
a very attractive opportunity to the Company’s shareholders. The proposal represents a premium of 5% to the Company’s
closing price on October 23rd, 2015.
1. Buyer. We intend to form a transaction vehicle for the purpose of pursuing the Transaction.
2. Purchase Price. The consideration payable for each share of common stock of the Company will be $ 3.17 in cash (in each
case other than those shares of common stock directly or indirectly held by ourselves that will be rolled over in the Transaction).
3. Funding. We intend to finance the Transaction with equity financing that will be provided by us, in the form of cash and
rollover equity in the Company, and from any additional equity investor who may also purchase shares as a consortium member should
a consortium be formed for the purpose of implementing the Transaction. We are confident that we can timely secure adequate financing
to consummate the Transaction.
4. Due Diligence. We have engaged McLaughlin & Stern, LLP as international legal counsel. We believe that we will be in
a position to complete customary legal, financial and accounting due diligence for the Transaction in a timely manner and parallel
with discussions on the definitive agreements.
5. Definitive Agreements. We are pleased to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”)
providing for the Transaction and related transactions. These documents will provide for representations, warranties, covenants
and conditions which are typical, customary and appropriate for transactions of this type.
6. Process. We believe that the Transaction will provide superior value to the Company’s shareholders. We recognize that
the Company’s Board of Directors (the “Board”) will evaluate the Transaction independently before it can make
its determination to endorse it. Given the involvement of ourselves in the Transaction, we appreciate that the independent members
of the Board will proceed to consider the proposed Transaction and will retain independent advisors to assist them and that we
will recuse ourselves from participating in any Board deliberations and decisions related to the Transaction.
In considering our offer, 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 stake in the Company to a third party.
7. Confidentiality. We will, as required by law, promptly file an amendment to Schedule 13D to disclose this letter. However,
we are sure you will agree that it is 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 discussions. Until a confidentiality
agreement is signed, any written news releases by the Company or us pertaining to the Transaction shall be reviewed and approved
by the Company and ourselves prior to their release, subject to any requirements of law.
8. No Binding Commitment. This letter constitutes only a preliminary indication of our interest and is not a binding offer,
agreement or agreement to make a binding offer or agreement at any point in the future. This letter is a preliminary indication
of interest by us and does not contain all matters upon which agreement must be reached in order to consummate the proposed Transaction,
nor does it create any binding rights or obligations in favor of any person. The parties will be bound only upon the execution
of the Definitive Agreements.
9. Governing Law. This letter shall be governed by, and construed in accordance with, the internal laws of the State of New
York.
In closing, we would like to express
our commitment to working together to bring this Transaction to a successful and timely conclusion. Should you have any questions
regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you.
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Sincerely, |
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/s/ Minhua Chen |
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Minhua Chen |
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/s/ Yanling Fan |
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Yanling Fan |
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