|By Marketwired .||
|August 8, 2014 08:30 AM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 08/08/14 -- Hanfeng Evergreen Inc. ("Hanfeng" or the "Company") (TSX:HF) announced today that it has agreed to sell all of the shares of its wholly-owned subsidiary Hanfeng Slow-Release Fertizilier (Heilongjiang) Co., Ltd. ("HSRF") to Heilongjiang Pengcheng Fertilizer Co., Ltd. (the "Purchaser"), an arm's length third party, for consideration of RMB 248,000,000 (approximately C$44 million) (the "Transaction"). The Company also announced that it intends to apply to the Ontario Superior Court of Justice for approval of the Transaction and to appoint a receiver and manager over its assets who will be responsible for collecting the purchase price under the Transaction, running a claims process and distributing the remaining proceeds of the Company following the payment of all expenses and allowed claims.
In accordance with the terms of the definitive agreement governing the Transaction, RMB 12,400,000 (approximately C$2.2 million) will be paid by the Purchaser in cash by August 19, 2014, RMB 37,200,000 (approximately C$6.6 million) will be paid by the Purchaser in cash within ten business days of the date of approval of the sale by the court and the remaining RMB 198,400,000 (approximately C$35.2 million) will be paid by the Purchaser within ten business days of the transfer of the shares having been properly registered with the applicable regulatory authorities and becoming effective in accordance with Chinese law. Of the final payment, RMB 49,600,000 (approximately C$8.8 million) will be paid by the Purchaser in the form of an assignable promissory note which will be due and payable one year after the date of its issuance and the remaining RMB 148,800,000 (approximately C$26.4 million) will be paid by the Purchaser in cash.
Mr. Xinduo Yu, the President and Chief Executive Officer of the Company and the holder, together with certain entities related to him, of approximately 20.4% of the outstanding shares of the Company, has agreed with the Company that, upon the winding-up of the Company, he shall accept the assignment of the promissory note issued by the Purchaser in lieu of amounts owing by the Company to him and his related entities as shareholders and creditor. The Company currently owes Mr. Yu approximately C$2.216 million for, among other things, advances made by Mr. Yu to the Company. Following the assignment of the promissory note to Mr. Yu, Mr. Yu shall be solely responsible for any indemnity obligations owing to the Purchaser pursuant to the Transaction.
In connection with the Transaction, Deloitte LLP has provided an opinion to the board of directors of Hanfeng to the effect that, as of August 7, 2014 and based upon and subject to the assumptions, limitations and qualifications contained therein, the Transaction is fair, from a financial point of view, to Hanfeng. In rendering its opinion with respect to fairness of the Transaction, Deloitte took a liquidation approach to its analysis and assumed that the business of HSRF was no longer viable on a going concern basis. Based upon and subject to the assumptions, limitations and qualifications contained in the opinion, Deloitte LLP determined the fair market value of the HSRF shares to be approximately RMB 205 million (equivalent to C$36.3 million) as at August 7, 2014.
Subject to court approval of the Transaction, the Transaction is expected to close by early October.
As noted above, the board of directors of the Company has approved an application by the Company to the Ontario Superior Court of Justice for an order appointing Ernst & Young Inc. ("E&Y") as receiver and manager over all of the assets of Hanfeng and for court approval of the Transaction. The application is currently scheduled to be heard on August 15, 2014 at the courthouse located at 330 University Avenue, 8th Floor in Toronto, Ontario.
As a result of factors including the deteriorating financial position of the Company, the lack of viable alternatives available to the Company, the current state of affairs of the Company's Heilongjiang subsidiary (including the loss HSRF's most significant customer), the Company's inability to retain an auditor and to file financial statements as required under applicable Canadian securities laws, the Company's de-listing from the Toronto Stock Exchange and the continuing cease trade orders on the Company's common shares issued by Canadian securities regulatory authorities, the board of directors of the Company believes that the Transaction and the appointment of E&Y as receiver and manager of the Company is in the best interests of the Company and its stakeholders.
E&Y is expected to undertake an orderly resolution of any claims against the Company and a subsequent wind-up of the Company including the distribution of the remaining proceeds of the Company following the payment of all expenses and allowed claims.
In light of the foregoing, each of Hanfeng's directors will be tendering his or her resignation as a director, such resignations to be effective upon the issuance of an order by the court appointing E&Y as receiver and manager of Hanfeng.
The Company also announced today that on August 5, 2014, it received the final payment of US$3.39 million from the previously announced sale of its Jiangsu subsidiary.
This news release contains forward-looking statements. These forward-looking statements relate to future events, performance and results, and reflect management's expectations or beliefs regarding future events, including business and economic conditions and the Company's growth, results of operations, performance and business prospects and opportunities. Forward-looking information is typically identified by words such as "anticipate", "believe", "foresee", "expect", "estimate", "forecast", "goal", "intend", "plan", "seek", "strive", "will", "may", "should", "could" and similar expressions.
The forward-looking statements contained herein entail various risks and uncertainties. A number of factors could cause actual events, performance or results to vary from those reflected in these forward looking statements. Risks and uncertainties about the Company's business are more fully discussed in the Company's disclosure materials, including its annual information form and MD&A, filed with the securities regulatory authorities in Canada and available under the Company's profile on www.sedar.com. Additional important factors that could cause actual results to differ materially include, but are not limited to, the ability of the Company to preserve or monetize its working capital, the ability of the Company to attract and retain customers, the ability of the Company to appoint directors and representatives of its subsidiaries in China and elsewhere, delays in financial reporting, the ability of the Company to raise capital if and when required, foreign exchange fluctuations and controls, general economic conditions, market and business conditions, regulatory developments, changes in government policy, employee actions (including strikes or work stoppages), environmental factors including weather conditions and the impacts from regional flooding and/or drought conditions, and litigation. In evaluating forward-looking information, readers should specifically consider the factors that may cause actual results to vary. Forward-looking statements are not guarantees of future performance.
In light of the significant uncertainties inherent in the forward-looking statements included herein, any such forward-looking statements should not be regarded as representations by the Company that its respective objectives or plans will be achieved. Investors are cautioned not to place undue reliance on any forward-looking statements contained herein. Forward-looking statements are based on, and included for the purpose of providing information about, the Company's current expectations, beliefs and plans relating to the future which are based on the Company's perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances including, but not limited to, assumptions that are stated or inherent in such forward looking statements, the assumptions referred to above, and assumptions regarding revenue growth and operating efficiencies, the ability of the Company to address regulatory concerns and the ability of the Purchaser to make timely payments and the completion of all registrations. Readers are cautioned that such information may not be appropriate for other purposes. In addition, these forward-looking statements relate to the date on which they are made. While the Company anticipates that subsequent events and developments may cause the Company's views to change, the Company expressly disclaims any intention or obligation to update or revise any forward-looking statements or the foregoing list of factors, whether as a result of new information, future events or otherwise, except to the extent required by law.
Hanfeng Evergreen Inc.
A producer of the first smartphones and tablets, presenter Lee M. Williams will talk about how he is now applying his experience in mobile technology to the design and development of the next generation of Environmental and Sustainability Services at ETwater. In his session at @ThingsExpo, Lee Williams, COO of ETwater, will talk about how he is now applying his experience in mobile technology to the design and development of the next generation of Environmental and Sustainability Services at ET...
Aug. 28, 2015 11:37 AM EDT
While many app developers are comfortable building apps for the smartphone, there is a whole new world out there. In his session at @ThingsExpo, Narayan Sainaney, Co-founder and CTO of Mojio, will discuss how the business case for connected car apps is growing and, with open platform companies having already done the heavy lifting, there really is no barrier to entry.
Aug. 28, 2015 11:30 AM EDT
SYS-CON Events announced today that HPM Networks will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. For 20 years, HPM Networks has been integrating technology solutions that solve complex business challenges. HPM Networks has designed solutions for both SMB and enterprise customers throughout the San Francisco Bay Area.
Aug. 28, 2015 11:15 AM EDT Reads: 795
Everyone talks about continuous integration and continuous delivery but those are just two ends of the pipeline. In the middle of DevOps is continuous testing (CT), and many organizations are struggling to implement continuous testing effectively. After all, without continuous testing there is no delivery. And Lab-As-A-Service (LaaS) enhances the CT with dynamic on-demand self-serve test topologies. CT together with LAAS make a powerful combination that perfectly serves complex software developm...
Aug. 28, 2015 11:00 AM EDT
This Enterprise Strategy Group lab validation report of the NEC Express5800/R320 server with Intel® Xeon® processor presents the benefits of 99.999% uptime NEC fault-tolerant servers that lower overall virtualized server total cost of ownership. This report also includes survey data on the significant costs associated with system outages impacting enterprise and web applications. Click Here to Download Report Now!
Aug. 28, 2015 10:52 AM EDT
As more and more data is generated from a variety of connected devices, the need to get insights from this data and predict future behavior and trends is increasingly essential for businesses. Real-time stream processing is needed in a variety of different industries such as Manufacturing, Oil and Gas, Automobile, Finance, Online Retail, Smart Grids, and Healthcare. Azure Stream Analytics is a fully managed distributed stream computation service that provides low latency, scalable processing of ...
Aug. 28, 2015 10:45 AM EDT Reads: 110
Puppet Labs has announced the next major update to its flagship product: Puppet Enterprise 2015.2. This release includes new features providing DevOps teams with clarity, simplicity and additional management capabilities, including an all-new user interface, an interactive graph for visualizing infrastructure code, a new unified agent and broader infrastructure support.
Aug. 28, 2015 10:45 AM EDT Reads: 426
SYS-CON Events announced today the Containers & Microservices Bootcamp, being held November 3-4, 2015, in conjunction with 17th Cloud Expo, @ThingsExpo, and @DevOpsSummit at the Santa Clara Convention Center in Santa Clara, CA. This is your chance to get started with the latest technology in the industry. Combined with real-world scenarios and use cases, the Containers and Microservices Bootcamp, led by Janakiram MSV, a Microsoft Regional Director, will include presentations as well as hands-on...
Aug. 28, 2015 10:07 AM EDT
Culture is the most important ingredient of DevOps. The challenge for most organizations is defining and communicating a vision of beneficial DevOps culture for their organizations, and then facilitating the changes needed to achieve that. Often this comes down to an ability to provide true leadership. As a CIO, are your direct reports IT managers or are they IT leaders? The hard truth is that many IT managers have risen through the ranks based on their technical skills, not their leadership ab...
Aug. 28, 2015 10:00 AM EDT Reads: 257
As more intelligent IoT applications shift into gear, they’re merging into the ever-increasing traffic flow of the Internet. It won’t be long before we experience bottlenecks, as IoT traffic peaks during rush hours. Organizations that are unprepared will find themselves by the side of the road unable to cross back into the fast lane. As billions of new devices begin to communicate and exchange data – will your infrastructure be scalable enough to handle this new interconnected world?
Aug. 28, 2015 10:00 AM EDT
Whether you like it or not, DevOps is on track for a remarkable alliance with security. The SEC didn’t approve the merger. And your boss hasn’t heard anything about it. Yet, this unruly triumvirate will soon dominate and deliver DevSecOps faster, cheaper, better, and on an unprecedented scale. In his session at DevOps Summit, Frank Bunger, VP of Customer Success at ScriptRock, will discuss how this cathartic moment will propel the DevOps movement from such stuff as dreams are made on to a prac...
Aug. 28, 2015 09:45 AM EDT Reads: 172
SYS-CON Events announced today that DataClear Inc. will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. The DataClear ‘BlackBox’ is the only solution that moves your PC, browsing and data out of the United States and away from prying (and spying) eyes. Its solution automatically builds you a clean, on-demand, virus free, new virtual cloud based PC outside of the United States, and wipes it clean...
Aug. 28, 2015 09:45 AM EDT Reads: 321
IBM’s Blue Box Cloud, powered by OpenStack, is now available in any of IBM’s globally integrated cloud data centers running SoftLayer infrastructure. Less than 90 days after its acquisition of Blue Box, IBM has integrated its Blue Box Cloud Dedicated private-cloud-as-a-service into its broader portfolio of OpenStack® based solutions. The announcement, made today at the OpenStack Silicon Valley event, further highlights IBM’s continued support to deliver OpenStack solutions across all cloud depl...
Aug. 28, 2015 09:45 AM EDT Reads: 142
WebRTC has had a real tough three or four years, and so have those working with it. Only a few short years ago, the development world were excited about WebRTC and proclaiming how awesome it was. You might have played with the technology a couple of years ago, only to find the extra infrastructure requirements were painful to implement and poorly documented. This probably left a bitter taste in your mouth, especially when things went wrong.
Aug. 28, 2015 07:45 AM EDT Reads: 387
Through WebRTC, audio and video communications are being embedded more easily than ever into applications, helping carriers, enterprises and independent software vendors deliver greater functionality to their end users. With today’s business world increasingly focused on outcomes, users’ growing calls for ease of use, and businesses craving smarter, tighter integration, what’s the next step in delivering a richer, more immersive experience? That richer, more fully integrated experience comes ab...
Aug. 28, 2015 07:30 AM EDT Reads: 538