KHDH Khd Humboldt Wedag International Ltd. (MM)

HONG KONG, April 24 /PRNewswire-FirstCall/ -- KHD Humboldt Wedag International Ltd. ("KHD") (NASDAQ:KHDH) announces that it has entered into an arrangement agreement (the "Arrangement") with Sasamat Capital Corporation ("Sasamat") (Pink Sheets: SSALF), a 51% subsidiary of KHD which in turn owns 35% of KHD's German operations, providing for the acquisition by KHD of all of the outstanding common shares of Sasamat (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 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 Arrangement requires court approval under the CBCA and approval by the shareholders of Sasamat. The Arrangement is also subject to various conditions customary for transactions of this type. Sasamat and KHD have 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 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. Further information concerning the Arrangement can be obtained in the Sasamat circular to be filed on SEDAR. About KHD Humboldt Wedag International Ltd KHD Humboldt Wedag International Ltd. (the "Company") owns companies that operate internationally in the industrial plant engineering and equipment supply industry, and specializes in the cement, coal and mineral industries. This spring Humboldt Wedag will celebrate its 150th anniversary. To obtain further information on the Company, please visit our website at http://www.khdhumboldt.com/. Contact Information: Allen & Caron Inc Rene Randall Joseph Allen (investors) KHD Humboldt Wedag International Ltd. (212) 691-8087 (604) 683-8286 or Len Hall (media) (949) 474-4300 DATASOURCE: KHD Humboldt Wedag International Ltd. CONTACT: Investors, Joseph Allen, +1-212-691-8087, , or Media, Len Hall, +1-949-474-4300, , both of Allen & Caron Inc, for KHD Humboldt Wedag International Ltd.; or Rene Randall of KHD Humboldt Wedag International Ltd., +1-604-683-8286, Web site: http://www.khdhumboldt.com/

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