IND DAIRYTECH LIMITED ANNOUNCES PROPOSED TAKE PRIVATE TRANSACTION
30 Juni 2011 - 3:08PM
PR Newswire (Canada)
VANCOUVER, June 30, 2011 /CNW/ -- VANCOUVER, June 30, 2011 /CNW/ -
IND DairyTech Limited ("IND" or "the Company") (TSXV:IND) announces
today a take private transaction ("Transaction") has been proposed
by Mr. Jiabei (Jesse) Zhu through Excel Advance International Ltd.
("Excel") and Unique Way Technology Ltd. ("Unique Way"), two
companies controlled by Mr. Zhu. The Transaction is proposed to be
structured principally by way of a 2 million to 1 consolidation
(the "Consolidation") of the Common Shares and the Series A
preferred shares (the "Preferred Shares") in the capital of the
Company. To complete the Transaction, certain
pre-Consolidation transactions, including the amendment of the
Company's memorandum and articles of association (the "Articles")
to permit the compulsory redemption of the fractional interest held
by shareholders holding less than one whole Common Share, will be
required (the "Pre-Consolidation Amendment'). Following the
Consolidation, the Company will compulsorily redeem the fractional
Common Shares held by shareholders who hold less than one whole
post-Consolidation Common Share, on the basis of $0.50 per
pre-Consolidation Common Share held (the "Consideration"). The
Consideration represents a premium of approximately 100% over the
30 day volume weighted average price of the Common Shares on the
TSX Venture Exchange ("TSXV") and a 65.61% premium over the 60-day
volume weighted average of the Common Shares on the TSXV. Upon
completion of the Transaction, it is expected that only 5 holders
of Common Shares shall remain including Excel and Unique
Way. SAIF Partners III L.P. ("SAIF") will remain as the sole
holder of Preferred Shares. Following the completion of the
Transaction, the Company will apply to have its Common Shares
de-listed from the TSXV. It will also apply to the applicable
securities regulatory authorities to cease to be a reporting issuer
in each province in which it is currently a reporting issuer
following the completion of the Transaction. A support agreement
(the "Support Agreement") has been entered into among the Company,
Excel, Unique Way and SAIF setting forth the terms of the
Transaction. In addition, an extraordinary general meeting
(the "Meeting") of the shareholders has been called for July 29,
2011 (Beijing time) to be held in Beijing, at which time
shareholders will be asked to consider, and if deemed advisable,
approve the Transaction. All shareholders of record as of
June 29, 2011 (the "Record Date") will be entitled to receive
notice of and to vote at the Meeting on the basis of one vote for
each Common Share held. Full details of the Transaction,
including a summary of the terms of the Support Agreement, will be
included in a management information circular expected to be mailed
to shareholders on or about June 30, 2011. The Transaction is
subject to all requisite regulatory, stock exchange and shareholder
approvals. Under the applicable corporate legislation, the
Pre-Consolidation Amendment requires the approval of two-thirds of
the votes cast by shareholders at the Meeting. The
Consolidation requires the approval of a majority of votes cast by
shareholders at the Meeting. In addition, the Transaction is
considered to be a "business combination" for the purpose of Policy
5.9 Protection of Minority Security Holders in Special Transactions
of the Corporate Finance Manual of the TSXV. As a result, the
Pre-Consolidation Amendment and the Consolidation must be approved
by a majority of the votes cast by the shareholders other than
Excel, Unique Way, their associates and affiliates, and all persons
acting jointly or in concert with them (the "Minority
Shareholders"). It is expected that approximately 80,529,201
Common Shares will be excluded for the purposes of the vote of the
Minority Shareholders. The board of directors of the Company (the
"Board") established a special committee of independent directors
(the "Special Committee"), which retained its independent financial
advisor to obtain a fairness opinion (the "Fairness Opinion") in
respect of the Transaction. Following its deliberations
including its review of the Fairness Opinion, the Special Committee
determined that the Transaction was in the best interest of the
Company and is fair, from a financial point of view, to the
Minority Shareholders, and unanimously recommended that the Board
approve the Transaction and recommend to the shareholders that they
vote in favour of the Transaction. All directors of the Company
entitled to vote unanimously recommend that shareholders vote in
favor of the Transaction. Shareholder should ensure their proxies
are submitted and received at least 48 hours (excluding Saturdays,
Sundays and holidays) before the Meeting or the adjournment thereof
at which such proxies are to be used. Assuming the receipt of all
necessary approvals and the satisfaction or waiver of all relevant
conditions, it is expected that the Transaction will be completed
on or about July 30, 2011. About IND DairyTech Limited IND, through
its operating subsidiaries, is an emerging raw milk and Holsteins
producer in China that is seeking to become a leading provider of
high quality raw milk and Holsteins to the Chinese dairy industry.
To meet China's increasing demand for dairy products, the Company
is using Canadian cattle genetics and North American farming
practices to establish and develop its dairy herd in China. The
Company plans to develop its herd in China through the use of
advanced breeding techniques employing Canadian Holstein embryos
that it intends to use to impregnate surrogate cows. These embryos
have been created through in vitro fertilization using sexed semen
to achieve an approximate 90% female birth rate. The use of these
advanced breeding techniques is expected to allow the Company to
rapidly expand its herd. The use of Canadian Holstein embryos also
provides a practical solution to China's ban on the import of live
Canadian cattle. Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this news release. Forward-Looking
Statements: This news release contains forward-looking statements
relating to the proposed Transaction, including statements
regarding the structure and completion of the proposed Transaction.
Such forward-looking statements are subject to important risks,
uncertainties and assumptions. The results or events predicted in
these forward-looking statements may differ materially from actual
results or events. As a result, you are cautioned not to place
undue reliance on these forward-looking statements. The completion
of the proposed Transaction is subject to a number of terms and
conditions, including, without limitation: (i) approval of the TSX
Venture Exchange, (ii) required shareholder approvals, (iii)
support of certain remaining shareholders who will not receive the
Consideration, and (iv) certain termination rights available to the
parties under the Support Agreement. These approvals may not be
obtained, or the conditions of the Transaction may not be satisfied
in accordance with their terms, and/or the parties to the Support
Agreement may exercise their termination rights, in which case the
proposed Transaction could be modified, restructured or terminated,
as applicable. The forward-looking statements contained in this
news release are made as of the date of this release. Except as
required by applicable law, the Company disclaims any intention and
assumes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. For additional information with respect to certain of
these and other assumptions and risks, please refer to the
management circular to be filed by the Company with the applicable
securities commissions, which will be available at www.sedar.com.
To view this news release in HTML formatting, please use the
following URL:
http://www.newswire.ca/en/releases/archive/June2011/30/c2567.html
table border="0" tr valign="top" td align="left" Jesse Zhubr/ Chief
Executive Officerbr/ IND DairyTech Limitedbr/ 604-522-1619 /td td
align="left" valign="top" Selen Zhoubr/ Corporate Secretarybr/ IND
DairyTech Limitedbr/ 604-522-1619 /td /tr /table p /p
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