|By Marketwired .||
|March 17, 2014 08:07 AM EDT||
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.
Huakan International Mining Inc.
Chief Financial Officer
Eighty percent of a data scientist’s time is spent gathering and cleaning up data, and 80% of all data is unstructured and almost never analyzed. Cognitive computing, in combination with Big Data, is changing the equation by creating data reservoirs and using natural language processing to enable analysis of unstructured data sources. This is impacting every aspect of the analytics profession from how data is mined (and by whom) to how it is delivered. This is not some futuristic vision: it's ha...
Feb. 10, 2016 07:45 AM EST Reads: 432
Silver Spring Networks, Inc. (NYSE: SSNI) extended its Internet of Things technology platform with performance enhancements to Gen5 – its fifth generation critical infrastructure networking platform. Already delivering nearly 23 million devices on five continents as one of the leading networking providers in the market, Silver Spring announced it is doubling the maximum speed of its Gen5 network to up to 2.4 Mbps, increasing computational performance by 10x, supporting simultaneous mesh communic...
Feb. 10, 2016 07:00 AM EST
Advances in technology and ubiquitous connectivity have made the utilization of a dispersed workforce more common. Whether that remote team is located across the street or country, management styles/ approaches will have to be adjusted to accommodate this new dynamic. In his session at 17th Cloud Expo, Sagi Brody, Chief Technology Officer at Webair Internet Development Inc., focused on the challenges of managing remote teams, providing real-world examples that demonstrate what works and what do...
Feb. 10, 2016 06:00 AM EST Reads: 279
CIOs and those charged with running IT Operations are challenged to deliver secure, audited, and reliable compute environments for the applications and data for the business. Behind the scenes these tasks are often accomplished by following onerous time-consuming processes and often the management of these environments and processes will be outsourced to multiple IT service providers. In addition, the division of work is often siloed into traditional "towers" that are not well integrated for cro...
Feb. 10, 2016 04:00 AM EST Reads: 478
Sensors and effectors of IoT are solving problems in new ways, but small businesses have been slow to join the quantified world. They’ll need information from IoT using applications as varied as the businesses themselves. In his session at @ThingsExpo, Roger Meike, Distinguished Engineer, Director of Technology Innovation at Intuit, showed how IoT manufacturers can use open standards, public APIs and custom apps to enable the Quantified Small Business. He used a Raspberry Pi to connect sensors...
Feb. 10, 2016 03:00 AM EST
The principles behind DevOps are not new - for decades people have been automating system administration and decreasing the time to deploy apps and perform other management tasks. However, only recently did we see the tools and the will necessary to share the benefits and power of automation with a wider circle of people. In his session at DevOps Summit, Bernard Sanders, Chief Technology Officer at CloudBolt Software, explored the latest tools including Puppet, Chef, Docker, and CMPs needed to...
Feb. 10, 2016 03:00 AM EST Reads: 307
Let’s face it, embracing new storage technologies, capabilities and upgrading to new hardware often adds complexity and increases costs. In his session at 18th Cloud Expo, Seth Oxenhorn, Vice President of Business Development & Alliances at FalconStor, will discuss how a truly heterogeneous software-defined storage approach can add value to legacy platforms and heterogeneous environments. The result reduces complexity, significantly lowers cost, and provides IT organizations with improved effi...
Feb. 10, 2016 01:15 AM EST Reads: 233
Predictive analytics tools monitor, report, and troubleshoot in order to make proactive decisions about the health, performance, and utilization of storage. Most enterprises combine cloud and on-premise storage, resulting in blended environments of physical, virtual, cloud, and other platforms, which justifies more sophisticated storage analytics. In his session at 18th Cloud Expo, Peter McCallum, Vice President of Datacenter Solutions at FalconStor, will discuss using predictive analytics to ...
Feb. 10, 2016 12:45 AM EST Reads: 387
The cloud promises new levels of agility and cost-savings for Big Data, data warehousing and analytics. But it’s challenging to understand all the options – from IaaS and PaaS to newer services like HaaS (Hadoop as a Service) and BDaaS (Big Data as a Service). In her session at @BigDataExpo at @ThingsExpo, Hannah Smalltree, a director at Cazena, will provide an educational overview of emerging “as-a-service” options for Big Data in the cloud. This is critical background for IT and data profes...
Feb. 10, 2016 12:45 AM EST Reads: 195
Father business cycles and digital consumers are forcing enterprises to respond faster to customer needs and competitive demands. Successful integration of DevOps and Agile development will be key for business success in today’s digital economy. In his session at DevOps Summit, Pradeep Prabhu, Co-Founder & CEO of Cloudmunch, covered the critical practices that enterprises should consider to seamlessly integrate Agile and DevOps processes, barriers to implementing this in the enterprise, and pr...
Feb. 10, 2016 12:00 AM EST Reads: 382
SYS-CON Events announced today that Men & Mice, the leading global provider of DNS, DHCP and IP address management overlay solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. The Men & Mice Suite overlay solution is already known for its powerful application in heterogeneous operating environments, enabling enterprises to scale without fuss. Building on a solid range of diverse platform support,...
Feb. 10, 2016 12:00 AM EST Reads: 202
Cognitive Computing is becoming the foundation for a new generation of solutions that have the potential to transform business. Unlike traditional approaches to building solutions, a cognitive computing approach allows the data to help determine the way applications are designed. This contrasts with conventional software development that begins with defining logic based on the current way a business operates. In her session at 18th Cloud Expo, Judith S. Hurwitz, President and CEO of Hurwitz & ...
Feb. 9, 2016 10:15 PM EST Reads: 238
It's easy to assume that your app will run on a fast and reliable network. The reality for your app's users, though, is often a slow, unreliable network with spotty coverage. What happens when the network doesn't work, or when the device is in airplane mode? You get unhappy, frustrated users. An offline-first app is an app that works, without error, when there is no network connection.
Feb. 9, 2016 06:00 PM EST Reads: 198
With an estimated 50 billion devices connected to the Internet by 2020, several industries will begin to expand their capabilities for retaining end point data at the edge to better utilize the range of data types and sheer volume of M2M data generated by the Internet of Things. In his session at @ThingsExpo, Don DeLoach, CEO and President of Infobright, will discuss the infrastructures businesses will need to implement to handle this explosion of data by providing specific use cases for filte...
Feb. 9, 2016 05:00 PM EST Reads: 169
SYS-CON Events announced today that VAI, a leading ERP software provider, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. VAI (Vormittag Associates, Inc.) is a leading independent mid-market ERP software developer renowned for its flexible solutions and ability to automate critical business functions for the distribution, manufacturing, specialty retail and service sectors. An IBM Premier Business Part...
Feb. 9, 2016 04:00 PM EST Reads: 607