Welcome!

News Feed Item

Huakan Announces Going Private Transaction With Its Principal Shareholders

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 03/17/14 -- Huakan International Mining Inc. (the "Company") (TSX-VENTURE:HK) announces that it has entered into an Amalgamation Agreement (the "Agreement") with 0996059 B.C. Ltd. ("Newco"), pursuant to which the Company will be taken private by way of an amalgamation (the "Amalgamation") between Newco and the Company.

Newco is a corporation owned by Hong Kong Huakan Investment Co., Limited ("Hong Kong Huakan"), Sun Luck Asia Investment Limited ("Sun Luck") and Power Best Resources Inc. ("Power Best" and together with Hong Kong Huakan and Sun Luck, the "Acquirors"). Certain wholly-owned subsidiaries of Hong Kong Huakan (being Huakan Resources Inc., Hua Kan International Mining Co., Ltd., Shanchuan Mining Limited and Dashan Mining Limited (collectively, the "Huakan Subsidiaries")), together with Sun Luck and Power Best, collectively own approximately 91.8% of the issued and outstanding common shares (the "Shares") in the capital of the Company. The Acquirors are unrelated, but are acting in concert in the Amalgamation.

More specifically, Hong Kong Huakan, through the Huakan Subsidiaries, collectively owns 31,955,223 Shares (representing approximately 75.27% of the Shares). Sun Luck and Power Best own 3,942,852 Shares (representing approximately 9.29% of the Shares) and 3,074,285 Shares (representing approximately 7.24% of the Shares), respectively. In addition, there is a shareholder holding 214,286 (representing 0.5% of the Shares) who, pursuant to the Amalgamation Agreement will remain a shareholder of the amalgamated company together with Sun Luck, Power Best and the Huakan Subsidiaries (such shareholder together with Sun Luck, Power Best and Huakan Subsidiaries be referred to as the "Amalco Shareholders").

As at March 14, 2014, the Company had outstanding 42,451,939 Shares.

The Acquirors have entered into lock-up agreements with holders of Shares who represent 1,806,752 of all the issued and outstanding Shares (or approximately 4.3% of all the issued and outstanding Shares) pursuant to which such shareholders have agreed to vote all of their Shares in favour of the Amalgamation.

Pursuant to the Agreement, the Acquirors will, directly or indirectly, through the Amalgamation, pay $0.50 per Share in cash (the "Offer Price") to holders of all of the issued and outstanding Shares that are not directly or indirectly, owned by the Amalco Shareholders. Each shareholder of the Company, other than the Amalco Shareholders, will receive one redeemable preferred share of the amalgamated company for each Share held immediately prior to the Amalgamation. Each redeemable preferred share will then be redeemed for the Offer Price. The total cash consideration for the aggregate Offer Price will be $1,632,646.50. The Amalgamation, if consummated, will result in the Company being taken private and delisted from the TSX Venture Exchange.

The Offer Price represents a 294% premium to the volume weighted average price of the Shares over the previous 20 trading days on the TSX Venture Exchange.

The Amalgamation, if consummated, will constitute a "business combination" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The board of directors of the Company (the "Board") formed a special committee (the "Special Committee") comprised of independent directors David Bo (the Chair) and Garnet Dawson to evaluate the Amalgamation and make recommendations to the Board. The Special Committee has engaged McCarthy Tetrault LLP as its legal advisors.

Because the Acquirors directly or indirectly beneficially own, in aggregate, over 90% of the issued and outstanding Shares, the Amalgamation will, pursuant to Section 4.6(1)(a) of MI 61-101, be exempt from the minority shareholder approval requirements of MI 61-101.

Further, because the Company is listed on the TSX Venture Exchange, the Amalgamation will, pursuant to Section 4.4(1)(a) of MI 61-101, be exempt from the formal valuation requirements of MI 61-101.

The Special Committee has, however, retained Mr. Stephen W. Semeniuk as an independent financial advisor to prepare a fairness opinion (the "Fairness Opinion") with respect to the proposed Amalgamation. Having given due consideration to a number of factors including the Fairness Opinion, which concludes that the Offer Price is fair, from a financial point of view, to the minority shareholders of the Company, the Special Committee, as advised by its legal advisors, recommended the Amalgamation positively to the Board, which in turn approved and executed the Agreement for and on behalf of the Company.

The Company has convened a special meeting of shareholders (the "Meeting") which will take place on April 17, 2014 for shareholders to consider and, if thought appropriate, to approve the Amalgamation. Notice of the Meeting has been duly issued and filed.

The completion of the Amalgamation is subject to a number of conditions precedent that are customary to this type of transaction, including, but not limited to, there being no material adverse change with respect to the Company, the approval of at least two-thirds of the votes cast by holders of Shares at the Meeting and the acceptance of the Amalgamation by the TSX Venture Exchange.

Assuming the satisfaction of all conditions, the proposed transaction is expected to close as soon as practicable following the Meeting. However, there can be no assurances that the Amalgamation, or any other transaction with the Acquirors, will be completed.

Details of the terms and conditions of the Amalgamation, together with a summary of the Fairness Opinion, will be included in a management information circular, which will be mailed to the shareholders as soon as practicable and will also be available for download at www.sedar.com.

No actions are required to be taken by shareholders at this stage. The Company will communicate with shareholders in due course with respect to the Amalgamation.

Neither the TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Forward-looking statements or information are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, risks and uncertainties relating to the negotiation and consummation of the definitive agreements with respect to the Amalgamation, the completion of the Amalgamation or related transactions, receipt of requisite legal and financial opinions with respect to the Amalgamation and applicable regulatory approvals required with respect to the Amalgamation. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or information. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. The Company disclaims any intent or obligation to update forward-looking statements or information except as required by law, and the reader is referred to the full discussion of the Company's business contained in the Company's reports filed with the securities regulatory authorities in Canada at www.sedar.com.

Contacts:
Huakan International Mining Inc.
Fiona Leung
Chief Financial Officer
(604) 694-2344

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 910Telecom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and ...
We are always online. We access our data, our finances, work, and various services on the Internet. But we live in a congested world of information in which the roads were built two decades ago. The quest for better, faster Internet routing has been around for a decade, but nobody solved this problem. We’ve seen band aid approaches like CDNs that attack a niche's slice of static content part of the Internet, but that’s it. It does not address the dynamic services-based Internet of today. It doe...
SYS-CON Events announced today that Numerex Corp, a leading provider of managed enterprise solutions enabling the Internet of Things (IoT), will exhibit at the 19th International Cloud Expo | @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Numerex Corp. (NASDAQ:NMRX) is a leading provider of managed enterprise solutions enabling the Internet of Things (IoT). The Company's solutions produce new revenue streams or create operating...
Qosmos has announced new milestones in the detection of encrypted traffic and in protocol signature coverage. Qosmos latest software can accurately classify traffic encrypted with SSL/TLS (e.g., Google, Facebook, WhatsApp), P2P traffic (e.g., BitTorrent, MuTorrent, Vuze), and Skype, while preserving the privacy of communication content. These new classification techniques mean that traffic optimization, policy enforcement, and user experience are largely unaffected by encryption. In respect wit...
While DevOps promises a better and tighter integration among an organization’s development and operation teams and transforms an application life cycle into a continual deployment, Chef and Azure together provides a speedy, cost-effective and highly scalable vehicle for realizing the business values of this transformation. In his session at @DevOpsSummit at 19th Cloud Expo, Yung Chou, a Technology Evangelist at Microsoft, will present a unique opportunity to witness how Chef and Azure work tog...
The Internet of Things can drive efficiency for airlines and airports. In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect with GE, and Sudip Majumder, senior director of development at Oracle, will discuss the technical details of the connected airline baggage and related social media solutions. These IoT applications will enhance travelers' journey experience and drive efficiency for the airlines and the airports. The session will include a working demo and a technical d...
SYS-CON Events announced today that Isomorphic Software will exhibit at DevOps Summit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Isomorphic Software provides the SmartClient HTML5/AJAX platform, the most advanced technology for building rich, cutting-edge enterprise web applications for desktop and mobile. SmartClient combines the productivity and performance of traditional desktop software with the simp...
DevOps at Cloud Expo – being held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's largest enterprises – and delivering real results. Am...
Although it has gained significant traction in the consumer space, IoT is still in the early stages of adoption in enterprises environments. However, many companies are working on initiatives like Industry 4.0 that includes IoT as one of the key disruptive technologies expected to reshape businesses of tomorrow. The key challenges will be availability, robustness and reliability of networks that connect devices in a business environment. Software Defined Wide Area Network (SD-WAN) is expected to...
Between the mockups and specs produced by analysts, and resulting applications built by developers, there exists a gulf where projects fail, costs spiral, and applications disappoint. Methodologies like Agile attempt to address this with intensified communication, with partial success but many limitations. In his session at @DevOpsSummit at 19th Cloud Expo, Charles Kendrick, CTO at Isomorphic Software, will present a revolutionary model enabled by new technologies. Learn how business and deve...
Developing software for the Internet of Things (IoT) comes with its own set of challenges. Security, privacy, and unified standards are a few key issues. In addition, each IoT product is comprised of (at least) three separate application components: the software embedded in the device, the back-end service, and the mobile application for the end user’s controls. Each component is developed by a different team, using different technologies and practices, and deployed to a different stack/target –...
SYS-CON Events announced today that Hitrons Solutions will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Hitrons Solutions Inc. is distributor in the North American market for unique products and services of small and medium-size businesses, including cloud services and solutions, SEO marketing platforms, and mobile applications.
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devices - comp...
Enterprises have forever faced challenges surrounding the sharing of their intellectual property. Emerging cloud adoption has made it more compelling for enterprises to digitize their content, making them available over a wide variety of devices across the Internet. In his session at 19th Cloud Expo, Santosh Ahuja, Director of Architecture at Impiger Technologies, will introduce various mechanisms provided by cloud service providers today to manage and share digital content in a secure manner....
As the world moves toward more DevOps and Microservices, application deployment to the cloud ought to become a lot simpler. The Microservices architecture, which is the basis of many new age distributed systems such as OpenStack, NetFlix and so on, is at the heart of Cloud Foundry - a complete developer-oriented Platform as a Service (PaaS) that is IaaS agnostic and supports vCloud, OpenStack and AWS. Serverless computing is revolutionizing computing. In his session at 19th Cloud Expo, Raghav...