Sino Vanadium Inc. Announces Proposed Take Private Transaction
November 04 2011 - 1:10PM
Marketwired
Sino Vanadium Inc. ("Sino" or "the Company") (TSX VENTURE:SVX)
announces today a management sponsored take private transaction
(the "Take Private Transaction"), pursuant to the terms and
conditions of a support agreement (the "Support Agreement") dated
November 3, 2011 among the Company and Fit Plus Holdings Ltd. ("Fit
Plus"), a company controlled by Liu Bingqiang, the President, Chief
Executive Officer and a director of the Company, and Ma Zhaoyang, a
director of the Company, who together with eight other Shareholders
(the "Majority Shareholders"), control, directly or indirectly, in
aggregate approximately 73.9% of the total issued and outstanding
common shares of the Company.
The Take Private Transaction is intended to be carried out by
way of a redemption of all common shares (the "Redemption") held by
the shareholders of the Company (other than the Majority
Shareholders) (the "Minority Shareholders"), the end result being
that subsequent to the Redemption, the only remaining shareholders
of the Company will be the Majority Shareholders. Upon completion
of the Take Private Transaction, the Company will proceed to apply
to delist its common shares from the TSX Venture Exchange ("TSX-V")
and apply to cease to be a reporting issuer in those jurisdictions
in which it currently holds such status.
Pursuant to the Redemption, Minority Shareholders will be
entitled to receive a cash payment of Cdn.$0.27 for each common
share so redeemed (the "Consideration"). The cash payment for each
redeemed common share represents a premium of approximately 178%
over the 30-day volume weighted average trading price of the common
shares on the TSX-V on the last trading day prior to this
announcement of the Take Private Transaction, and a premium of
approximately 170% over the 60-day volume weighted average trading
price of the common shares on the TSX-V.
The board of directors of the Company (the "Board") established
a special committee of independent directors comprised of Murray K.
Atkins (Chair) and Conway Kong Wai Lee (the "Special Committee"),
which retained an independent financial advisor to obtain both a
formal valuation and a fairness opinion in respect of the Take
Private Transaction. Following its deliberations, including its
review of the formal valuation and the fairness opinion and the
receipt of advice from independent financial and legal advisors,
the Special Committee determined that the Take Private Transaction
was in the best interest of the Company, and that the Consideration
to be received by the Minority Shareholders pursuant to the
Redemption is fair, from a financial point of view, to the Minority
Shareholders, and unanimously recommended that the Board approve
the Take Private Transaction and recommend to the shareholders that
they vote in favour of the Pre-Redemption Amendment Resolution.
All directors of the Company entitled to vote unanimously
recommend that shareholders vote in favour of the Pre-Redemption
Amendment Resolution.
In order to complete the Take Private Transaction the Company is
required to complete certain pre-Redemption steps, including
amending the Company's Articles (the "Pre-Redemption Amendment") to
permit the Redemption.
A special meeting (the "Meeting") of the shareholders of the
Company has been called for December 7, 2011 (Toronto time) to be
held in Toronto, Ontario. Shareholders entitled to vote at the
Meeting are being asked to approve a special resolution authorizing
the Pre-Redemption Amendment (the "Pre-Redemption Amendment
Resolution") that must be passed by: (a) at least two-thirds of the
votes cast by shareholders present in person or represented by
proxy at the Meeting, and (b) for the purposes of TSX-V Policy 5.9
and Multilateral Instrument 61-101 Protection of Minority
Shareholders in Special Transactions, a majority of the votes cast
by the Minority Shareholders, present in person or represented by
proxy at the Meeting. All shareholders of record as of October 18,
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 Take Private 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 November 9, 2011.
Shareholders should ensure that 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.
The Take Private Transaction is subject to all regulatory, stock
exchange and shareholder approvals.
Assuming the receipt of all necessary approvals and the
satisfaction or waiver of all relevant conditions, it is expected
that the Take Private Transaction will be completed on or about
December 20, 2011.
Forward-Looking Statements:
This news release contains forward-looking statements relating
to the proposed Take Private Transaction, including statements
regarding the anticipated completion time of the proposed
transaction and the delisting of the Company's common shares after
completion of the 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 Take Private Transaction is
subject to a number of terms and conditions, including, without
limitation: (i) approval of the TSX-V, (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 Take
Private 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 Take Private
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.
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.
Contacts: Sino Vanadium Inc. Winfield Ding, CA, CFA 416-320-4388
888-492-7929 (FAX)winfield@ding-ca.com
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