KHDH Khd Humboldt Wedag International Ltd. (MM)

VANCOUVER, British Columbia, April 24 /PRNewswire-FirstCall/ -- Sasamat Capital Corporation (OTC:SSALF) ("Sasamat") is pleased to announce that it has entered into an arrangement agreement (the "Arrangement") with KHD Humboldt Wedag International Ltd. ("KHD") (NASDAQ:KHDH) providing for the acquisition by KHD of all of the outstanding common shares of Sasamat (the "Sasamat Shares") pursuant to a plan of arrangement. Sasamat will become a wholly-owned subsidiary of KHD. KHD currently owns approximately 51% of the Sasamat Shares. The Arrangement is structured such that Sasamat will amalgamate with a wholly owned subsidiary of KHD under the Canada Business Corporations Act ("CBCA"). Shareholders of Sasamat participating in the Arrangement will exchange their Sasamat Shares for shares of KHD (the "KHD Shares") on the basis of 0.12 KHD Shares for each Sasamat Share held, subject to adjustment based upon any change greater than 2% in the value of the KHD Shares that may have occurred as of the last trading day prior to the effective date of the Arrangement. The effective date of the Arrangement is scheduled for May 25, 2006 (the "Effective Date"). The share exchange ratio reflects a purchase price of CDN$3.57 per Sasamat Share and US$26.35 per KHD Share (being the closing price on Nasdaq on April 20, 2006). The share exchange ratio will be adjusted on the Effective Date by Sasamat and KHD, acting reasonably, if the closing price of KHD's common shares on the day prior to the Effective Date has changed more than 2% from the closing price on April 20, 2006. The adjustment to the share exchange ratio will be made in order to provide Sasamat shareholders with an equivalent purchase price per Sasamat Share at the purchase price of CDN$3.57 as reflected in the current share exchange ratio. However, any adjustment in the share exchange ratio is subject to a maximum adjustment of 20%. The Arrangement requires court approval under the CBCA and shareholder approval by the shareholders of Sasamat. The Arrangement is also subject to various conditions customary for transactions of this type. Sasamat and KHD applied to the Supreme Court of British Columbia on April 21, 2006 and obtained an interim order providing, among other things, for the calling and holding of the special meeting of the shareholders of Sasamat. The Arrangement is to be approved by two-thirds of the votes cast by Sasamat shareholders and a majority of the votes cast by the minority shareholders. Sasamat expects to hold its special general meeting on May 23, 2006. The Arrangement is a "going private transaction" and a "related party transaction" within the meaning of Policy Q-27 of the Autorite des Marches Financiers ("Policy Q-27"). Policy Q-27 establishes rules which are intended to ensure that transactions such as the Arrangement are both substantively and procedurally fair to minority shareholders. In compliance with Policy Q-27, Sasamat engaged an independent valuator to prepare a valuation and fairness opinion, a summary of which will be included in the management information circular of Sasamat and a copy of which will be posted on SEDAR. The effective purchase price of CDN$3.57 per share is within the ranges set out in the valuation opinion and the valuation and fairness opinion concluded that, as of the date of the opinion, the consideration being offered is fair, from a financial point of view, to the minority shareholders of Sasamat. Policy Q-27 also requires that the Arrangement must be approved by a majority of the votes cast by minority shareholders in respect of the resolution approving the Arrangement. Accordingly, the Sasamat Shares held by KHD and its subsidiaries will not be voted on the vote made by the minority shareholders to approve the Arrangement. Michael Smith, President of Sasamat, commented, "The Arrangement will give Shareholders of Sasamat a liquid market within which to realize the value of their common shares by exchanging their common shares which are not currently listed on any stock exchange for common shares of KHD which are listed on NASDAQ and which, therefore, have a greater degree of liquidity. Furthermore it will allow shareholders to participate in the future prospects of KHD. KHD has a significantly larger market capitalization than Sasamat and operates a company with significant business, operations, property and assets, and strong financial performance and operating results." Further information concerning the Arrangement will be contained in the circular to be sent to our shareholders with the meeting material. For further information please contact: Company's proxy solicitation agent, Kingsdale Shareholder Services Inc. Toll free (866) 381 4104 in North America or collect at (416) 867 2272 DATASOURCE: Sasamat Capital Corporation CONTACT: Kingsdale Shareholder Services Inc., +1-866-381-4104, or +1-416-867-2272, for Sasamat Capital Corporation

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