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Le Gaga Holdings Ltd, et al. – ‘SC 13E3/A’ on 9/17/14 re: Le Gaga Holdings Ltd

On:  Wednesday, 9/17/14, at 6:21am ET   ·   Accession #:  1193125-14-343652   ·   File #:  5-85878

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/17/14  Le Gaga Holdings Ltd              SC 13E3/A              2:1.9M Le Gaga Holdings Ltd              RR Donnelley/FA
          Grow Grand Ltd
          Harvest Holdings Ltd
          Harvest Merger Ltd
          Harvest Parent Ltd
          Honeycomb Assets Management Ltd
          Limewater Ltd
          Mr. Gordon Xiaogang Wang
          Mr. Kin Ip Law
          Mr. Ming Ho Lui
          Mr. Ming Xia Fu
          Mr. Neil Nanpeng Shen
          Mr. Shing Yung Ma
          Mr. Wei Min Xia
          Mr. Yuanshan Guo
          Ms. NA Lai Chiu
          Natural Eternity Ltd
          SC China Holding Ltd
          Sequoia Capital China GF Principals Fund I, L.P.
          Sequoia Capital China Growth Fund I, L.P.
          Sequoia Capital China Growth Partners Fund I, L.P.
          Sequoia Capital China I, L.P.
          Sequoia Capital China Partners Fund I, L.P.
          Sequoia Capital China Principals Fund I, L.P.
          SIG Asia Investment, LLLP
          Sig China Investments One, Ltd.
          Valuetrue Investments Ltd
          Win Seasons Holdings Ltd
          Yh Greenhouse, LLC
          Yiheng Capital, LLC

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Schedule 13E-3 (Amendment No.1)                     HTML    160K 
 2: EX-99.(A)(1)  Miscellaneous Exhibit                             HTML   1.32M 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 1)

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

Le Gaga Holdings Limited

(Name of the Issuer)

Le Gaga Holdings Limited

Harvest Holdings Limited

Harvest Parent Limited

Harvest Merger Limited

Ms. Na Lai Chiu

Valuetrue Investments Limited

Mr. Shing Yung Ma

Grow Grand Limited

Sequoia Capital China I, L.P.

Sequoia Capital China Partners Fund I, L.P.

Sequoia Capital China Principals Fund I, L.P.

Sequoia Capital China Growth Fund I, L.P.

Sequoia Capital China Growth Partners Fund I, L.P.

Sequoia Capital China GF Principals Fund I, L.P.

SC China Holding Limited

Mr. Neil Nanpeng Shen

YH Greenhouse, LLC

Yiheng Capital, LLC

Mr. Yuanshan Guo

SIG China Investments One, Ltd.

SIG Asia Investment, LLLP

Honeycomb Assets Management Limited

Mr. Ming Xia Fu

Limewater Limited

Mr. Wei Min Xia

Natural Eternity Limited

Mr. Kin Ip Law

Mr. Gordon Xiaogang Wang

Win Seasons Holdings Limited

Mr. Ming Ho Lui

(Names of Persons Filing Statement)

Ordinary Shares, par value US$0.01 per share

American Depositary Shares, each representing 50 Ordinary Shares

(Title of Class of Securities)

521168 104

(CUSIP Number)

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee

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TABLE OF CONTENTS

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INTRODUCTION

This Amendment No. 1 to the Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”):

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In this Transaction Statement, we refer to Ms. Na Lai Chiu, Valuetrue, Mr. Shing Yung Ma, Grow Grand, the Sequoia Capital China Funds, YH Greenhouse, SIG China, Pacven Walden Ventures VI, L.P., a Cayman Islands limited partnership, Pacven Walden Ventures Parallel VI, L.P., a Cayman Islands limited partnership, Honeycomb, Limewater, Natural Eternity, Win Seasons and Mr. Ming Ho Lui collectively as the “Rollover Shareholders”.

On July 30, 2014, Parent, Merger Sub and the Company entered into an agreement and plan of merger (as may be amended from time to time, the “merger agreement”), which included a 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”). If the merger agreement is approved and authorized by the Company’s shareholders and the other conditions to the closing of the merger (as described below) are satisfied, Merger Sub will merge with and into the Company (the “merger”), with the Company continuing as the surviving company after the merger as a wholly owned subsidiary of Parent.

Under the terms of the merger agreement, at the effective time of the merger (the “effective time”), 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 deposit agreement dated November 3, 2010 by and among the Company and Citibank, N.A. (the “ADS depositary”) and the 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 Exchange Act) by Parent or any wholly-owned subsidiary of Parent (including Merger Sub) immediately prior to the effective time, including each Share or ADS to be contributed to Parent by the Rollover Shareholders in connection with the rollover and support agreement dated as of July 30, 2014 (as may be amended from time to time, the “rollover agreement”) entered into by Parent, Holdco and the Rollover Shareholders and each Share or ADS which may 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 the prior consent of 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 (“Dissenting Shares”) owned by holders of Shares who have validly exercised and not effectively withdrawn or lost their dissenters’ rights pursuant to Section 238 of the Companies Law (2013 Revision) of the Cayman Islands (the “Cayman Companies Law”). At the effective time, the Excluded Shares (other than Dissenting Shares) will be cancelled for no consideration.

In addition, at the effective time, each outstanding vested and unexercised option to purchase Shares granted under the Company’s 2009 Share Incentive Plan and the Company’s 2010 Share Incentive Plan (each, a “Company

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Incentive Plan”, and collectively, the “Company Incentive Plans”) will be cancelled and converted into the right to receive, as soon as practicable after the effective time, a cash amount equal to the number of Shares issuable under such vested option immediately prior to the effective time of the merger multiplied by the amount by which $0.0812 exceeds the exercise price per Share of such vested option. At the effective time, each outstanding unvested option to purchase Shares granted under the Company Incentive Plans will be cancelled for no consideration.

Further, under the rollover agreement, the Rollover Shareholders have agreed with Parent and Holdco, among other things, that (a) they will vote all of their Shares in favor of the proposal to approve and authorize the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger, and (b) the Shares (including Shares represented by ADSs) held by them will be contributed to Parent and cancelled for no consideration in the merger and that they will subscribe for newly issued ordinary shares of Holdco immediately prior to the closing of the merger. Each Dissenting Share will be cancelled for the right to receive the fair value of such Dissenting Share as determined in accordance with Section 238 of the Cayman Companies Law.

The merger remains subject to the satisfaction or waiver of the conditions set forth in the merger agreement, including obtaining the requisite authorization and approval of the shareholders of the Company. In order for the merger to be completed, the merger agreement, the plan of merger and the merger must be authorized and approved by a special resolution of the Company passed by an affirmative vote of at least two-thirds of such shareholders of the Company entitled to do so, voting in person or by proxy as a single class at the extraordinary general meeting of shareholders of the Company.

The Company will make available to its shareholders a proxy statement (the “Proxy Statement,” a copy of which is attached as Exhibit (a)-(1) to this Transaction Statement), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the Company will consider and vote upon, among other proposals, a proposal to approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger. Copies of the merger agreement and plan of merger are attached to the Proxy Statement as Annex A and are incorporated herein by reference.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the Proxy Statement.

All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.

Item 1 Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 2 Subject Company Information

(a) Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

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(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(e) Prior Public Offering. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Item 3 Identity and Background of Filing Person

(a) Name and Address. Le Gaga Holdings Limited is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 4 Terms of the Transaction

(a)-(1) Material Terms—Tender Offers. Not applicable.

(a)-(2) Material Terms—Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(d) Dissenters’ Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(f) Eligibility of Listing or Trading. Not applicable.

Item 5 Past Contracts, Transactions, Negotiations and Agreements

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 6 Purposes of the Transaction and Plans or Proposals

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 7 Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 8 Fairness of the Transaction

(a)-(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 9 Reports, Opinions, Appraisals and Negotiations

(a) Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Availability of Documents. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

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The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares or his, her or its representative who has been so designated in writing.

Item 10 Source and Amounts of Funds or Other Consideration

(a) Source of Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Expenses. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(d) Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 11 Interest in Securities of the Subject Company

(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Securities Transaction. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Item 12 The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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(e) Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 13 Financial Statements

(a) Financial Information. The audited financial statements of the Company for the year ended March 31, 2012, the three months ended June 30, 2012 and the year ended June 30, 2013 are incorporated herein by reference to the Company’s Form 20-F for the year ended June 30, 2013 filed on October 24, 2013 (see page F-1 and following pages).

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Pro Forma Information. Not applicable.

Item 14 Persons/Assets, Retained, Employed, Compensated or Used

(a) Solicitation or Recommendations. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(b) Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 15 Additional Information

(c) Other Material Information. The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16 Exhibits

(a)-(1) Preliminary Proxy Statement of the Company dated                     , 2014 (the “Proxy Statement”).

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(a)-(2) Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.

(a)-(3) Form of Proxy Card, incorporated herein by reference to the Proxy Statement.

(a)-(4) Form of ADS Voting Instructions Card, incorporated herein by reference to the Proxy Statement.

(a)-(5) Press Release issued by the Company, dated July 30, 2014, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on July 30, 2014.

(b)-(1) Equity Commitment Letter, dated July 30, 2014, by and between Yiheng and Holdco, incorporated herein by reference to Exhibit 3 to Schedule 13D filed with the SEC on July 30, 2014.

(b)-(2) Facility Agreement, dated as of July 30, 2014, by and among Holdco, Parent, Merger Sub and China Minsheng Banking Corp., Ltd., Hong Kong Branch, incorporated herein by reference to Exhibit 2 to Schedule 13D filed with the SEC on July 30, 2014.

(c)-(1) Opinion of Duff & Phelps, LLC, dated July 30, 2014, incorporated herein by reference to Annex B to the Proxy Statement.

(c)-(2) Fairness Analysis Presented to the Special Committee of Independent Directors, dated July 30, 2014, of Duff & Phelps, LLC.^*

(d)-(1) Agreement and Plan of Merger, dated as of July 30, 2014, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.

(d)-(2) Rollover and Support Agreement, dated as of July 30, 2014, by and among Holdco, Parent and the Rollover Shareholders, incorporated herein by reference to Annex E to the Proxy Statement.

(d)-(3) Limited Guarantee, dated as of July 30, 2014, by Valuetrue in favor of the Company, incorporated herein by reference to Exhibit 6 to Schedule 13D filed with the SEC on July 30, 2014.

(d)-(4) Limited Guarantee, dated as of July 30, 2014, by Grow Grand in favor of the Company, incorporated herein by reference to Exhibit 7 to Schedule 13D filed with the SEC on July 30, 2014.

(d)-(5) Limited Guarantee, dated as of July 30, 2014, by the Sequoia Capital China Funds in favor of the Company, incorporated herein by reference to Exhibit 8 to Schedule 13D filed with the SEC on July 30, 2014.

(d)-(6) Limited Guarantee, dated as of July 30, 2014, by Yiheng in favor of the Company, incorporated herein by reference to Exhibit 9 to Schedule 13D filed with the SEC on July 30, 2014.

(d)-(7) Interim Investors Agreement, dated as of July 30, 2014, by and among Holdco, Parent, Merger Sub, Ms. Na Lai Chiu, Valuetrue, Mr. Shing Yung Ma, Grow Grand, SC China Holdings Limited and Yiheng, incorporated herein by reference to Exhibit 5 to Schedule 13D filed with the SEC on July 30, 2014.

(f)-(1) Dissenter Rights, incorporated herein by reference to the section entitled “Dissenter Rights” in the Proxy Statement.

(f)-(2) Section 238 of the Cayman Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex C to the Proxy Statement.

(g) Not applicable.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 17, 2014

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EXHIBIT INDEX

(a)-(1) Preliminary Proxy Statement of the Company dated                     , 2014 (the “Proxy Statement”).

(a)-(2) Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.

(a)-(3) Form of Proxy Card, incorporated herein by reference to the Proxy Statement.

(a)-(4) Form of ADS Voting Instructions Card, incorporated herein by reference to the Proxy Statement.

(a)-(5) Press Release issued by the Company, dated July 30, 2014, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on July 30, 2014.

(b)-(1) Equity Commitment Letter, dated July 30, 2014, by and between Yiheng and Holdco, incorporated herein by reference to Exhibit 3 to Schedule 13D filed with the SEC on July 30, 2014.

(b)-(2) Facility Agreement, dated as of July 30, 2014, by and among Holdco, Parent, Merger Sub and China Minsheng Banking Corp., Ltd., Hong Kong Branch, incorporated herein by reference to Exhibit 2 to Schedule 13D filed with the SEC on July 30, 2014.

(c)-(1) Opinion of Duff & Phelps, LLC, dated July 30, 2014, incorporated herein by reference to Annex B to the Proxy Statement.

(c)-(2) Fairness Analysis Presented to the Special Committee of Independent Directors, dated July 30, 2014, of Duff & Phelps, LLC.^*

(d)-(1) Agreement and Plan of Merger, dated as of July 30, 2014, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.

(d)-(2) Rollover and Support Agreement, dated as of July 30, 2014, by and among Holdco, Parent and the Rollover Shareholders, incorporated herein by reference to Annex E to the Proxy Statement.

(d)-(3) Limited Guarantee, dated as of July 30, 2014, by Valuetrue in favor of the Company, incorporated herein by reference to Exhibit 6 to Schedule 13D filed with the SEC on July 30, 2014.

(d)-(4) Limited Guarantee, dated as of July 30, 2014, by Grow Grand in favor of the Company, incorporated herein by reference to Exhibit 7 to Schedule 13D filed with the SEC on July 30, 2014.

(d)-(5) Limited Guarantee, dated as of July 30, 2014, by the Sequoia Capital China Funds in favor of the Company, incorporated herein by reference to Exhibit 8 to Schedule 13D filed with the SEC on July 30, 2014.

(d)-(6) Limited Guarantee, dated as of July 30, 2014, by Yiheng in favor of the Company, incorporated herein by reference to Exhibit 9 to Schedule 13D filed with the SEC on July 30, 2014.

(d)-(7) Interim Investors Agreement, dated as of July 30, 2014, by and among Holdco, Parent, Merger Sub, Ms. Na Lai Chiu, Valuetrue, Mr. Shing Yung Ma, Grow Grand, SC China Holdings Limited and Yiheng, incorporated herein by reference to Exhibit 5 to Schedule 13D filed with the SEC on July 30, 2014.

(f)-(1) Dissenter Rights, incorporated herein by reference to the section entitled “Dissenter Rights” in the Proxy Statement.

(f)-(2) Section 238 of the Cayman Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex C to the Proxy Statement.

(g) Not applicable.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13E3/A’ Filing		Date		Other Filings
Filed on:		9/17/14
		8/18/14		SC 13E3
		7/30/14		6-K,  SC 13D/A
		10/24/13		20-F
		6/30/13		20-F
		6/30/12		20-F
		3/31/12		20-F
		11/3/10
				List all Filings

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