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
SYS-CON Events announced today that Ryobi Systems will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Ryobi Systems Co., Ltd., as an information service company, specialized in business support for local governments and medical industry. We are challenging to achive the precision farming with AI. For more information, visit http:...
As you move to the cloud, your network should be efficient, secure, and easy to manage. An enterprise adopting a hybrid or public cloud needs systems and tools that provide: Agility: ability to deliver applications and services faster, even in complex hybrid environments Easier manageability: enable reliable connectivity with complete oversight as the data center network evolves Greater efficiency: eliminate wasted effort while reducing errors and optimize asset utilization Security: imple...
High-velocity engineering teams are applying not only continuous delivery processes, but also lessons in experimentation from established leaders like Amazon, Netflix, and Facebook. These companies have made experimentation a foundation for their release processes, allowing them to try out major feature releases and redesigns within smaller groups before making them broadly available. In his session at 21st Cloud Expo, Brian Lucas, Senior Staff Engineer at Optimizely, will discuss how by using...
Transforming cloud-based data into a reportable format can be a very expensive, time-intensive and complex operation. As a SaaS platform with more than 30 million global users, Cornerstone OnDemand’s challenge was to create a scalable solution that would improve the time it took customers to access their user data. Our Real-Time Data Warehouse (RTDW) process vastly reduced data time-to-availability from 24 hours to just 10 minutes. In his session at 21st Cloud Expo, Mark Goldin, Chief Technolo...
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...
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lead...
SYS-CON Events announced today that Daiya Industry will exhibit at the Japanese Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Ruby Development Inc. builds new services in short period of time and provides a continuous support of those services based on Ruby on Rails. For more information, please visit https://github.com/RubyDevInc.
SYS-CON Events announced today that CAST Software will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. CAST was founded more than 25 years ago to make the invisible visible. Built around the idea that even the best analytics on the market still leave blind spots for technical teams looking to deliver better software and prevent outages, CAST provides the software intelligence that matter ...
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busine...
As businesses evolve, they need technology that is simple to help them succeed today and flexible enough to help them build for tomorrow. Chrome is fit for the workplace of the future — providing a secure, consistent user experience across a range of devices that can be used anywhere. In her session at 21st Cloud Expo, Vidya Nagarajan, a Senior Product Manager at Google, will take a look at various options as to how ChromeOS can be leveraged to interact with people on the devices, and formats th...
Is advanced scheduling in Kubernetes achievable? Yes, however, how do you properly accommodate every real-life scenario that a Kubernetes user might encounter? How do you leverage advanced scheduling techniques to shape and describe each scenario in easy-to-use rules and configurations? In his session at @DevOpsSummit at 21st Cloud Expo, Oleg Chunikhin, CTO at Kublr, will answer these questions and demonstrate techniques for implementing advanced scheduling. For example, using spot instances ...
First generation hyperconverged solutions have taken the data center by storm, rapidly proliferating in pockets everywhere to provide further consolidation of floor space and workloads. These first generation solutions are not without challenges, however. In his session at 21st Cloud Expo, Wes Talbert, a Principal Architect and results-driven enterprise sales leader at NetApp, will discuss how the HCI solution of tomorrow will integrate with the public cloud to deliver a quality hybrid cloud e...
SYS-CON Events announced today that Yuasa System will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Yuasa System is introducing a multi-purpose endurance testing system for flexible displays, OLED devices, flexible substrates, flat cables, and films in smartphones, wearables, automobiles, and healthcare.
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.
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...