Sasamat Capital Corporation Executes Arrangement Agreement
30 Marzo 2007 - 2:44AM
PR Newswire (US)
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
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