Additional Proxy Soliciting Materials (definitive) (defa14a)
April 18 2017 - 8:48AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): April 18, 2017
SYNUTRA INTERNATIONAL,
INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-33397
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13-4306188
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification
No.)
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2275 Research Blvd., Suite 500,
Rockville, MD
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20850
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(Address of Principal
Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(301) 840-3888
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
(see General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On April 18, 2017, Synutra International, Inc. (the “Company”)
issued a press release announcing that Institutional Shareholder Services Inc., Glass Lewis & Co., LLC and Egan-Jones Proxy
Services, three leading independent proxy advisory firms, have recommended that the Company’s shareholders vote “FOR”
the proposed going private transaction for $6.05 per share in cash, as contemplated in an agreement and plan of merger among the
Company, Beams Power Investment Limited and Beams Power Merger Sub Limited. A copy of that press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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The list of exhibits in the Exhibit Index to this Current Report
is incorporated herein by reference.
SIGNATURE
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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SYNUTRA INTERNATIONAL, INC. (Registrant)
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Date:
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April 18, 2017
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By:
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/s/ Ning Cai
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Name:
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Ning Cai
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
Exhibit
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Description
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99.1
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Press Release dated April 18, 2017
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