UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2014
Commission
File Number: 001-34923
Le Gaga Holdings Limited
Unit 1105,
The Metropolis Tower
10 Metropolis Drive
Hung
Hom, Kowloon
Hong Kong
(Address of principal executive office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No
x
If Yes is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
82- N/A
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, thereunto duly authorized.
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Le Gaga Holdings Limited |
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By: |
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/s/ Auke Cnossen |
Name: |
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Auke Cnossen |
Title: |
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Chief financial officer |
Date: September 25, 2014
Exhibit Index
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Exhibit No. |
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Description |
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99.1 |
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Press release |
Exhibit 99.1
LE GAGA HOLDINGS LIMITED ANNOUNCES
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
HONG KONG, September 25, 2014 Le Gaga Holdings Limited (NASDAQ: GAGA) (Le Gaga or the Company), a leading greenhouse
vegetable producer in China, today announced that it has called an extraordinary general meeting of shareholders (the EGM), to be held on October 22, 2014 beginning at 10:00 A.M. (Hong Kong time) at Unit 1105, The Metropolis Tower,
10 Metropolis Drive, Hung Hom, Kowloon, Hong Kong to consider and vote upon a proposal to authorize and approve the agreement and plan of merger dated as of July 30, 2014 (the merger agreement), among the Company, Harvest Parent
Limited (Parent) and Harvest Merger Limited (Merger Sub), a company wholly-owned by Parent, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as
Appendix 1 to the merger agreement (the plan of merger) and the transactions contemplated by the merger agreement, including the merger (as defined below).
Under the terms of the merger agreement, at the effective time of the merger, Merger Sub will be merged with and into the Company (the merger),
with the Company continuing as the surviving company and becoming a wholly-owned subsidiary of Parent after the merger. If the merger is completed, the Company will continue its operations as a privately held company and, as a result of the merger,
the Companys American depositary shares (ADSs), each representing 50 Shares, will no longer be listed on the NASDAQ Global Select Market (NASDAQ) and the ADS program will be terminated. If the merger is completed, at
the effective time of the merger, each outstanding Share (including Shares represented by ADSs) other than Excluded Shares (as defined below) will be cancelled in exchange for the right to receive $0.0812 per Share or $4.06 per ADS (less the $0.05
per ADS cancellation fee to be paid pursuant to the terms of the ADS deposit agreement dated November 3, 2010, by and among the Company, Citibank, N.A., as the ADS depositary, and all holders and beneficial owners of ADSs issued thereunder), in
each case, in cash, without interest and net of any applicable withholding taxes. Excluded Shares are (i) Shares and ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the U.S. Securities Exchange Act of 1934, as
amended) by Parent or any wholly-owned Subsidiary of Parent (including Merger Sub) immediately prior to the effective time of the merger including, each Share or ADS to be contributed to Parent by the Rollover Shareholders in accordance with a
rollover and support agreement dated as of July 30, 2014 (the rollover agreement) entered into by Parent, Holdco and the Rollover Shareholders and each Share or ADS to be contributed to Parent by certain other shareholders of the
Company in accordance with certain additional rollover agreements, if any, which are entered into, with prior notification to the special committee, by such shareholders and Parent from the date of the merger agreement until the closing date of the
merger and (ii) Shares owned by holders of Shares who have validly exercised and not effectively withdrawn or lost their dissenter rights pursuant to Section 238 of the Cayman Companies Law (the Dissenting Shares). The Excluded
Shares (other than Dissenting Shares) will be cancelled at the effective time of the merger for no consideration. The Dissenting Shares will be cancelled at the effective time of the merger for the right to receive the fair value of such Shares as
determined in accordance with the provisions of the Cayman Companies Law.
The Companys board of directors, acting upon the unanimous recommendation
of a special committee of the Companys board of directors composed entirely of independent directors who are unaffiliated with the buyer group and any of the management members of the Company, recommends that the shareholders and ADS holders
vote FOR, among others, the proposal to authorize and approve the merger agreement, the plan of merger and the transactions completed thereby, including the merger.
Shareholders of record at the close of business in the Cayman Islands on October 13, 2014 will be entitled to attend and vote at the EGM and any
adjournment thereof. As the record holder of the Shares represented by ADSs, Citibank, N.A., the ADS depositary, will endeavor to vote (or will endeavor to cause the vote of) the Shares it holds on deposit at the EGM in accordance with the voting
instructions timely received from holders of ADSs at the close of business in New York City on September 29, 2014, the ADS record date. Additional information regarding the EGM and the merger agreement can be found in the transaction statement
on Schedule 13E-3 and the proxy statement attached as Exhibit (a)-(1) thereto, as amended, filed with the U.S. Securities and Exchange Commission (the SEC), which can be obtained, along with other filings containing information
about the Company, the merger and related matters, without charge, from the SECs website www.sec.gov. SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS.
The Company and certain of its directors, executive officers and other members of management and employees may,
under SEC rules, be deemed to be participants in the solicitation of proxies from our shareholders with respect to the merger. Information regarding the persons who may be considered participants in the solicitation of
proxies is set forth in the definitive proxy statement and Schedule 13E-3 transaction statement relating to the merger. Further information regarding persons who may be deemed participants, including any direct or indirect interests they may have,
is also set forth in the definitive proxy statement.
This announcement is neither a solicitation of a proxy, an offer to purchase nor a solicitation of
an offer to sell any securities and it is not a substitute for any proxy statement or other filings that have been or will be made with the SEC.
About
Le Gaga Holdings Limited (NASDAQ:GAGA)
Le Gaga is a leading greenhouse vegetable producer in China. The Company sells and markets greenhouse
vegetables such as peppers, tomatoes, cucumbers and eggplants, as well as green leafy vegetables to wholesalers, institutional customers and supermarkets in China and Hong Kong. The Company has successfully built a trusted brand among its customers.
The Company currently operates farms in the Chinese provinces of Fujian, Guangdong and Hebei. Leveraging its large-scale greenhouses, proprietary
horticultural know-how and comprehensive database, the Company specializes in producing and selling high-quality, off-season vegetables during the winter months.
Cautionary Statement concerning Forward Looking Statements
This news release may include certain statements that are not descriptions of historical facts, but are forward-looking statements. These forward - looking
statements can be identified by terminology such as will, expects, anticipates, future, intends, plans, believes, estimates and similar statements.
Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those contained in any such statements. Potential risks and uncertainties include, but are not limited to,
uncertainties as to how the Companys shareholders will vote at the meeting of shareholders, the possibility that competing offers will be made, the possibility that various closing conditions for the Merger may not be satisfied or waived, and
other risks and uncertainties discussed in Le Gagas filings with the U.S. Securities and Exchange Commission, as well as the Schedule 13E-3 transaction statement and the proxy statement to be filed by the Company. Le Gaga does not undertake
any obligation to update any forward -looking statement, except as required under applicable law.
For further information about Le Gaga, please visit the Companys website at www.legaga.com.hk. For
more information, please contact:
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PRChina |
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Jane Liu |
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Henry Chik |
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Tel: (852) 2522 1838 |
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Tel: (852) 2522 1368 |
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Email: jliu@prchina.com.hk |
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Email: hchik@prchina.com.hk |
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