Welcome!

News Feed Item

Asia Packaging Executes Definitive Agreement to Acquire Yuanxing Package China

VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 11/29/12 -- Further to the announcement made by Asia Packaging Group Inc. (TSX VENTURE:APX) (the "Company") on June 7, 2012, the Company is pleased to announce that it has executed a Share Purchase Agreement (the "Purchase Agreement") to acquire the operating business of Yuanxing Package (China) Co., Ltd. ("Yuanxing China") through the acquisition (the "Acquisition") of all of the issued and outstanding share capital of Jiayuan Investment Ltd. ("Jiayuan"). Jiayuan is a BVI holding company that owns all of the issued and outstanding share capital of Yuanxing Holding (Hong Kong) Ltd. ("Yuanxing HK"), which owns all of the issued and outstanding share capital of Yuanxing China.

The terms of the Purchase Agreements were different from the letter of intent (the "LOI") that the Company announced on June 6, 2012. Under the Purchase Agreement,

--  the Company will only purchase Jiayuan, Yuanxing HK and Yuanxing China
    and not Yuanxing Package (Suzhou) Co., Ltd. (which was originally
    contemplated in the LOI);
      
--  The purchase price of Yuanxing HK and Yuanxing China will be $48
    million, payable as follows:
      
    --  issuance, at closing, of 60,000,000 shares of the Company at a
        deemed price of $0.40 per share for payment and satisfaction of $24
        million at the closing time;
          
    --  payment of cash of $6 million at closing;
          
    --  a note payable to the vendors in the face amount of $18 million,
        which is subject to adjustments as described below, to be paid on
        the date that is one year after the closing date, which obligation
        will be evidenced by delivery of a promissory note of the Company;
          
    --  if the net income of Yuanxing China for the fiscal year ending
        December 31, 2012, as presented in its audited financial statements,
        is lower than RMB 80,000,000, the $18 million payable by the Company
        will be reduced by the amount that is equal to the Canadian dollar
        equivalent of the difference between (a) the net income of Yuanxing
        China for the fiscal year ending December 31, 2012 and (b) RMB
        80,000,000.
          
--  Completion of the proposed acquisition of Yuanxing HK and Yuanxing China
    will NOT be conditioned on any concurrent financing by the Company. The
    Company will pay the cash portion of the purchase price from the cash it
    currently has in its treasury; and
      
--  The Company will not make any changes to its current Board of Directors
    or members of management. 

Given the above payment terms and given that the acquisition no longer includes Yuanxing Suzhou, this Acquisition no longer represent a Reverse Takeover transaction as defined under Policy 5.2 of the TSX Venture Exchange (the "Exchange"). However, the Exchange has requested that the Company obtain approval of the Acquisition from disinterested shareholders and a sponsorship report for the Acquisition. The Company is currently working with Canaccord Genuity Corp. on the sponsorship report and also plans to obtain shareholders' approval by way of written consents from those shareholders who are unaffiliated with Mr. Wenge Hong, the Chairman, CEO and a director of the Company, and the vendors. Completion of the Acquisition is subject to, among other conditions, the following conditions:

1.  the receipt of all necessary regulatory, corporate and third party
    approvals, including the approval of the Exchange, and compliance with
    all applicable regulatory requirements and conditions in connection with
    the Acquisition; and
      
2.  the receipt of approval from disinterested shareholders of the Company. 

The closing date of the Acquisition is scheduled to be 10 business days following the satisfaction or waiver of the condition precedents contained in the Purchase Agreement, but in any event no later than December 31, 2012, or such later date as mutually agreed upon by the Company and Yuanxing Packaging.

About Yuanxing China

Yuanxing China manufactures and markets a variety of retail/shopping bags and packaging products to the Chinese market from its manufacturing facilities in Quanzhou, Fujian Province. Based on IFRS audited financial statements, Yuanxing China had financial results as follows:

                           12 months ended  12 months ended  12 months ended
(Canadian $000)                 31/12/2011       31/12/2010       31/12/2009
                          ---------------- ---------------- ----------------
Revenues                            49,380           27,583           18,372
Gross Profit                        16,336            7,694            3,760
Net Income                          10,761            4,546            2,047

A full set of audited financial statements for Yuanxing China will be available as part of the Business Acquisition Report to filed by the Company for the Acquisition.

About Asia Packaging Group Inc.

Asia Packaging Group, through its wholly-owned subsidiaries in the People's Republic of China ("PRC"), is in the business of manufacturing packaging products and services to the food and pharmaceutical industries in China. The Company operates a 38,000 square meter plant located in Yichun City, Jiangxi Province in PRC.

This news release contains certain statements that may be deemed "forward looking statements". Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects,", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. The Company undertakes no obligation to update these forward looking statements, except as required by law, in the event that management's beliefs, estimates or opinions, or other factors, should change.

Contacts:
Asia Packaging Group
Robert Wilson
Vice President
416-666-4005
[email protected]

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
DX World EXPO, LLC, a Lighthouse Point, Florida-based startup trade show producer and the creator of "DXWorldEXPO® - Digital Transformation Conference & Expo" has announced its executive management team. The team is headed by Levent Selamoglu, who has been named CEO. "Now is the time for a truly global DX event, to bring together the leading minds from the technology world in a conversation about Digital Transformation," he said in making the announcement.
"Space Monkey by Vivent Smart Home is a product that is a distributed cloud-based edge storage network. Vivent Smart Home, our parent company, is a smart home provider that places a lot of hard drives across homes in North America," explained JT Olds, Director of Engineering, and Brandon Crowfeather, Product Manager, at Vivint Smart Home, in this SYS-CON.tv interview at @ThingsExpo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
SYS-CON Events announced today that Conference Guru has been named “Media Sponsor” of the 22nd International Cloud Expo, which will take place on June 5-7, 2018, at the Javits Center in New York, NY. A valuable conference experience generates new contacts, sales leads, potential strategic partners and potential investors; helps gather competitive intelligence and even provides inspiration for new products and services. Conference Guru works with conference organizers to pass great deals to gre...
DevOps is under attack because developers don’t want to mess with infrastructure. They will happily own their code into production, but want to use platforms instead of raw automation. That’s changing the landscape that we understand as DevOps with both architecture concepts (CloudNative) and process redefinition (SRE). Rob Hirschfeld’s recent work in Kubernetes operations has led to the conclusion that containers and related platforms have changed the way we should be thinking about DevOps and...
The Internet of Things will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, demonstrated how to move beyond today's coding paradigm and shared the must-have mindsets for removing complexity from the develop...
In his Opening Keynote at 21st Cloud Expo, John Considine, General Manager of IBM Cloud Infrastructure, led attendees through the exciting evolution of the cloud. He looked at this major disruption from the perspective of technology, business models, and what this means for enterprises of all sizes. John Considine is General Manager of Cloud Infrastructure Services at IBM. In that role he is responsible for leading IBM’s public cloud infrastructure including strategy, development, and offering m...
The next XaaS is CICDaaS. Why? Because CICD saves developers a huge amount of time. CD is an especially great option for projects that require multiple and frequent contributions to be integrated. But… securing CICD best practices is an emerging, essential, yet little understood practice for DevOps teams and their Cloud Service Providers. The only way to get CICD to work in a highly secure environment takes collaboration, patience and persistence. Building CICD in the cloud requires rigorous ar...
Companies are harnessing data in ways we once associated with science fiction. Analysts have access to a plethora of visualization and reporting tools, but considering the vast amount of data businesses collect and limitations of CPUs, end users are forced to design their structures and systems with limitations. Until now. As the cloud toolkit to analyze data has evolved, GPUs have stepped in to massively parallel SQL, visualization and machine learning.
"Evatronix provides design services to companies that need to integrate the IoT technology in their products but they don't necessarily have the expertise, knowledge and design team to do so," explained Adam Morawiec, VP of Business Development at Evatronix, in this SYS-CON.tv interview at @ThingsExpo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
To get the most out of their data, successful companies are not focusing on queries and data lakes, they are actively integrating analytics into their operations with a data-first application development approach. Real-time adjustments to improve revenues, reduce costs, or mitigate risk rely on applications that minimize latency on a variety of data sources. In his session at @BigDataExpo, Jack Norris, Senior Vice President, Data and Applications at MapR Technologies, reviewed best practices to ...
Widespread fragmentation is stalling the growth of the IIoT and making it difficult for partners to work together. The number of software platforms, apps, hardware and connectivity standards is creating paralysis among businesses that are afraid of being locked into a solution. EdgeX Foundry is unifying the community around a common IoT edge framework and an ecosystem of interoperable components.
"ZeroStack is a startup in Silicon Valley. We're solving a very interesting problem around bringing public cloud convenience with private cloud control for enterprises and mid-size companies," explained Kamesh Pemmaraju, VP of Product Management at ZeroStack, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Large industrial manufacturing organizations are adopting the agile principles of cloud software companies. The industrial manufacturing development process has not scaled over time. Now that design CAD teams are geographically distributed, centralizing their work is key. With large multi-gigabyte projects, outdated tools have stifled industrial team agility, time-to-market milestones, and impacted P&L stakeholders.
"Akvelon is a software development company and we also provide consultancy services to folks who are looking to scale or accelerate their engineering roadmaps," explained Jeremiah Mothersell, Marketing Manager at Akvelon, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Enterprises are adopting Kubernetes to accelerate the development and the delivery of cloud-native applications. However, sharing a Kubernetes cluster between members of the same team can be challenging. And, sharing clusters across multiple teams is even harder. Kubernetes offers several constructs to help implement segmentation and isolation. However, these primitives can be complex to understand and apply. As a result, it’s becoming common for enterprises to end up with several clusters. Thi...