TORONTO, Aug. 25, 2020 /CNW/ - Boyuan Construction
Group, Inc. (TSX: BOY) (the "Corporation") today
announced the completion of its previously announced going private
transaction (the "Going Private Transaction").
The Going Private Transaction was structured as a consolidation
(the "Consolidation") of the common shares in the capital of
the Corporation (the "Common Shares") on the basis of one
post-Consolidation Common Share for every 8,000,000
pre-Consolidation Common Shares, and a redemption of all fractional
Common Shares resulting from the Consolidation (the
"Redemption"). Mainway Management Limited (the "Majority
Shareholder"), a company controlled by Mr. Shou Cailiang,
President, CEO and Chairman of the Corporation, is now the sole
remaining shareholder of the Corporation following the filing of
articles of amendment to effect the Consolidation and the
Redemption taking effect on August 24,
2020.
The Going Private Transaction was duly approved by shareholders
at the special meeting of shareholders held on August 21, 2020. A total of 21,830,371
Common Shares (68.69% of all Common Shares issued and outstanding)
were voted at the special meeting, with 99.31% of all votes cast,
and 96.87% of votes cast excluding 17,056,144 Common Shares held by
the Majority Shareholder, in favour of the Consolidation and
Redemption.
Holders of Common Shares who now hold fractional Common Shares
are entitled to receive a cash payment of C$0.50 per pre-Consolidation Common Share on
account of such fractional shares. With the completion of the Going
Private Transaction, Computershare Investor Services Inc., which is
acting as depositary in respect of the Going Private Transaction,
will commence the distribution of funds.
If you are a holder of Common Shares as at the close of business
on August 21, 2020, your Common
Shares represent a right to receive C$0.50 per pre-Consolidation Common Share held
(the "Consideration"). If you are a registered holder
of Common Shares, in order to redeem your Common Shares for cash,
you will need to complete and submit the Letter of Transmittal, in
accordance with the directions set forth therein, that you received
along with the management information circular of the Corporation
dated July 20, 2020. If you hold
Common Shares beneficially (e.g., through your broker or
dealer), the Consideration will be distributed to your account
through your broker or dealer.
The Corporation has previously applied to the Toronto Stock
Exchange (the "TSX") for permission to delist the Common
Shares. The Corporation received the conditional approval for the
delisting from the TSX on August 20,
2020. Delisting from the TSX will take effect when the TSX
issues its final approval after the Corporation satisfies the
conditions set out in the TSX conditional approval, which includes
submission by the Corporation of certain documentation. The
Corporation also intends to file applications with the applicable
securities regulatory authorities to cease to be a reporting
issuer.
For further
information: or to receive
a copy of the Letter of Transmittal if you are a registered holder
of Common Shares, please contact Corporate Actions, Computershare
Investor Services Inc., 1-800-564-6253 (US & Canada) /
or corporateactions@computershare.com.
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About Boyuan Construction Group, Inc.
Backed by a longstanding track record, Boyuan Construction
Group, Inc. ("Boyuan" or the "Company") has the
knowledge and expertise to design and build a wide range of
commercial and residential developments, as well as municipal
infrastructure and engineering projects. Based in Jiaxing City and
with a growing presence in both Zhejiang
Province and Hainan
Province, Boyuan focuses on construction projects in
China's fast-growing regions of
the Yangtze River Delta and the Hainan
Province. The Company's current project backlog includes
residential, commercial, industrial and mixed-use developments. For
more information visit www.boyuangroup.cn.
Forward-looking Statements
Certain statements included in this release contain words
such as "could", "expects", "expectations", "may", "anticipates",
"believes", "intends", "estimates" and "plans" (and similar
expressions) and constitute "forward-looking statements" within the
meaning of applicable securities law. Forward-looking statements
contained in this press release include management's expectation on
the procedures of payment of the Consideration, management plan to
satisfy the conditions in the TSX conditional approval for
delisting; management's expectation on TSX delisting, and
management's plan to file application to cease to be a reporting
issuer. These statements are based on the Corporation's
current expectations, estimates, forecasts and projections about
the operating environment, economies and markets in which the
Corporation and its subsidiaries operate. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which are difficult to predict and may cause the actual
results, performance or achievements of the Corporation, or
outcomes or results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others,
such factors which are described in the Corporation's annual
information form and other filings with Canadian regulatory
authorities. These statements, although considered reasonable by
the Corporation at the date of this press release, may prove to be
inaccurate and consequently the Corporation's actual results could
differ materially from its expectations as set out or implied in
this release. Unless otherwise required by applicable securities
laws, the Corporation disclaims any intention or obligation to
update or revise any forward-looking statements.
SOURCE Boyuan Construction Group, Inc.