KHDH Khd Humboldt Wedag International Ltd. (MM)

VANCOUVER, British Columbia, March 29 /PRNewswire-FirstCall/ -- Sasamat Capital Corporation ("Sasamat") (Pink Sheets: SSALF) is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") providing for the acquisition by KHD Humboldt Wedag International Ltd. ("KHD") (NASDAQ:KHDH) of all of the outstanding common shares (the "Sasamat Shares") of Sasamat (the "Arrangement"), such that Sasamat will become a wholly-owned subsidiary of KHD. KHD currently owns, directly or indirectly, approximately 59% of the common shares of Sasamat. The Arrangement is structured such that Sasamat will amalgamate with a wholly owned subsidiary of KHD under the Canada Business Corporation Act ("CBCA"). Shareholders of Sasamat will exchange their Sasamat shares for shares of KHD (the "KHD Shares") on the basis of 0.111 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 to occur on May 30, 2007. This reflects a purchase price of CDN$5.19 per Sasamat share and US$40.36 per KHD Share. 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 will apply to the Supreme Court of British Columbia to obtain 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 22, 2007. Further information concerning the Arrangement can be obtained in the Sasamat circular to be filed on SEDAR at http://www.sedar.com/. Upon obtaining approval of the Arrangement by the Sasamat shareholders at the special meeting, Sasamat will make an application to the Supreme Court of British Columbia for a final order approving the Arrangement on or about May 30, 2007. Provided the final order is obtained, the Arrangement will become effective once the Director under the CBCA accepts the articles of arrangement for filing and issues a certificate of arrangement. For further information please contact: R. Randall (604) 408 8538 DATASOURCE: Sasamat Capital Corporation CONTACT: R. Randall, +1-604-408 8538, for Sasamat Capital Corporation

Copyright