CHONGQING, China, April 20, 2016 /PRNewswire/ -- Country Style Cooking Restaurant Chain Co., Ltd. (NYSE: CCSC) ("Country Style Cooking" or the "Company"), a fast-growing quick service restaurant chain in China, today announced the completion of its merger (the "Merger") with Country Style Cooking Restaurant Chain Merger Company Limited ("Merger Sub"), a wholly owned subsidiary of Country Style Cooking Restaurant Chain Holding Limited ("Parent"), pursuant to the previously announced agreement and plan of merger dated December 17, 2015 (the "Merger Agreement") among the Company, Parent and Merger Sub. As a result of the Merger, the Company became a wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on April 20, 2016, all of the Company's ordinary shares (each, a "Share") issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") have been cancelled in exchange for the right to receive US$1.3075 per Share, and all of the Company's American depositary shares ("ADSs"), each of which represents four Shares, issued and outstanding immediately prior to the Effective Time have been cancelled in exchange for the right to receive US$5.23 per ADS, in each case, in cash, without interest and net of any applicable fees and withholding taxes, except for 78,504 Shares held by Ms. Hong Li, co-founder and chairwoman of the board of directors of the Company, 73,712 Shares held by Mr. Xingqiang Zhang, co-founder, chief executive officer, chief operating officer and acting chief financial officer and a director of the Company, 30,856 Shares held by Mr. Zhiyun Peng, a director of the Company, 278,000 Shares held by Mr. Zhiyong Hong, 44,522,148 Shares held by Regal Fair Holdings Limited, 17,384,544 Shares held by Sky Success Venture Holdings Limited and 12,000,000 Shares held by SIG China Investments One, Ltd., issued and outstanding immediately prior to the Effective Time (collectively, the "Rollover Shares"). Each of the Rollover Shares has been cancelled for no consideration.