Click here to close now.




















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
"Alert Logic is a managed security service provider that basically deploys technologies, but we support those technologies with the people and process behind it," stated Stephen Coty, Chief Security Evangelist at Alert Logic, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
"We specialize in testing. DevOps is all about continuous delivery and accelerating the delivery pipeline and there is no continuous delivery without testing," noted Marc Hornbeek, Sr. Solutions Architect at Spirent Communications, in this SYS-CON.tv interview at @DevOpsSummit, held June 9-11, 2015, at the Javits Center in New York City.
"ProfitBricks was founded in 2010 and we are the painless cloud - and we are also the Infrastructure as a Service 2.0 company," noted Achim Weiss, Chief Executive Officer and Co-Founder of ProfitBricks, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
With SaaS use rampant across organizations, how can IT departments track company data and maintain security? More and more departments are commissioning their own solutions and bypassing IT. A cloud environment is amorphous and powerful, allowing you to set up solutions for all of your user needs: document sharing and collaboration, mobile access, e-mail, even industry-specific applications. In his session at 16th Cloud Expo, Shawn Mills, President and a founder of Green House Data, discussed h...
"We do data integration for B2B also application to application, and we do data management and enable Big Data," explained Pat Adamiak, Vice President, Product Marketing at Liaison Technologies, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
The Cloud industry has moved from being more than just being able to provide infrastructure and management services on the Cloud. Enter a new era of Cloud computing where monetization’s services through the Cloud are an essential piece of strategy to feed your organizations bottom-line, your revenue and Profitability. In their session at 16th Cloud Expo, Ermanno Bonifazi, CEO & Founder of Solgenia, and Ian Khan, Global Strategic Positioning & Brand Manager at Solgenia, discussed how to easily o...
One of the hottest areas in cloud right now is DRaaS and related offerings. In his session at 16th Cloud Expo, Dale Levesque, Disaster Recovery Product Manager with Windstream's Cloud and Data Center Marketing team, will discuss the benefits of the cloud model, which far outweigh the traditional approach, and how enterprises need to ensure that their needs are properly being met.
Palerra, the cloud security automation company, announced enhanced support for Amazon AWS, allowing IT security and DevOps teams to automate activity and configuration monitoring, anomaly detection, and orchestrated remediation, thereby meeting compliance mandates within complex infrastructure deployments. "Monitoring and threat detection for AWS is a non-trivial task. While Amazon's flexible environment facilitates successful DevOps implementations, it adds another layer, which can become a ...
The speed of software changes in growing and large scale rapid-paced DevOps environments presents a challenge for continuous testing. Many organizations struggle to get this right. Practices that work for small scale continuous testing may not be sufficient as the requirements grow. In his session at DevOps Summit, Marc Hornbeek, Sr. Solutions Architect of DevOps continuous test solutions at Spirent Communications, explained the best practices of continuous testing at high scale, which is rele...
"We got started as search consultants. On the services side of the business we have help organizations save time and save money when they hit issues that everyone more or less hits when their data grows," noted Otis Gospodnetić, Founder of Sematext, in this SYS-CON.tv interview at @DevOpsSummit, held June 9-11, 2015, at the Javits Center in New York City.
Growth hacking is common for startups to make unheard-of progress in building their business. Career Hacks can help Geek Girls and those who support them (yes, that's you too, Dad!) to excel in this typically male-dominated world. Get ready to learn the facts: Is there a bias against women in the tech / developer communities? Why are women 50% of the workforce, but hold only 24% of the STEM or IT positions? Some beginnings of what to do about it! In her Opening Keynote at 16th Cloud Expo, S...
Delphix, the market leader in Data as a Service (DaaS), has been announced winner of the DevOps Solution Award at the prestigious Computing Vendor Excellence Awards in London. The awards celebrate the achievements of the technology vendors and service providers that are leading the field of enterprise IT. Delphix was recognised as the vendor demonstrating the most effective support of DevOps culture for its ability to improve time to market and collaboration between teams.
"Our biggest growth area has been the security services, the managed services - the things that differentiate us in the market that there is no client that's too small and there's no client that's too big," explained Paul Mazzucco, Chief Security Officer at TierPoint, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
"We've just seen a huge influx of new partners coming into our ecosystem, and partners building unique offerings on top of our API set," explained Seth Bostock, Chief Executive Officer at IndependenceIT, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at @ThingsExpo, James Kirkland, Red Hat's Chief Arch...