|By Marketwired .||
|August 8, 2014 08:31 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.
Identity is in everything and customers are looking to their providers to ensure the security of their identities, transactions and data. With the increased reliance on cloud-based services, service providers must build security and trust into their offerings, adding value to customers and improving the user experience. Making identity, security and privacy easy for customers provides a unique advantage over the competition.
Jul. 30, 2016 11:30 PM EDT Reads: 1,322
CenturyLink has announced that application server solutions from GENBAND are now available as part of CenturyLink’s Networx contracts. The General Services Administration (GSA)’s Networx program includes the largest telecommunications contract vehicles ever awarded by the federal government. CenturyLink recently secured an extension through spring 2020 of its offerings available to federal government agencies via GSA’s Networx Universal and Enterprise contracts. GENBAND’s EXPERiUS™ Application...
Jul. 30, 2016 10:30 PM EDT Reads: 1,940
"We've discovered that after shows 80% if leads that people get, 80% of the conversations end up on the show floor, meaning people forget about it, people forget who they talk to, people forget that there are actual business opportunities to be had here so we try to help out and keep the conversations going," explained Jeff Mesnik, Founder and President of ContentMX, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 30, 2016 09:45 PM EDT Reads: 1,494
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...
Jul. 30, 2016 09:45 PM EDT Reads: 1,317
"When you think about the data center today, there's constant evolution, The evolution of the data center and the needs of the consumer of technology change, and they change constantly," stated Matt Kalmenson, VP of Sales, Service and Cloud Providers at Veeam Software, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 30, 2016 09:30 PM EDT Reads: 1,528
Redis is not only the fastest database, but it is the most popular among the new wave of databases running in containers. Redis speeds up just about every data interaction between your users or operational systems. In his session at 19th Cloud Expo, Dave Nielsen, Developer Advocate, Redis Labs, will share the functions and data structures used to solve everyday use cases that are driving Redis' popularity.
Jul. 30, 2016 07:30 PM EDT Reads: 1,763
I wanted to gather all of my Internet of Things (IOT) blogs into a single blog (that I could later use with my University of San Francisco (USF) Big Data “MBA” course). However as I started to pull these blogs together, I realized that my IOT discussion lacked a vision; it lacked an end point towards which an organization could drive their IOT envisioning, proof of value, app dev, data engineering and data science efforts. And I think that the IOT end point is really quite simple…
Jul. 30, 2016 07:30 PM EDT Reads: 1,318
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 19th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo Silicon Valley Call for Papers is now open.
Jul. 30, 2016 07:00 PM EDT Reads: 2,775
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
Jul. 30, 2016 05:00 PM EDT Reads: 1,308
To leverage Continuous Delivery, enterprises must consider impacts that span functional silos, as well as applications that touch older, slower moving components. Managing the many dependencies can cause slowdowns. See how to achieve continuous delivery in the enterprise.
Jul. 30, 2016 04:30 PM EDT Reads: 584
WebRTC is bringing significant change to the communications landscape that will bridge the worlds of web and telephony, making the Internet the new standard for communications. Cloud9 took the road less traveled and used WebRTC to create a downloadable enterprise-grade communications platform that is changing the communication dynamic in the financial sector. In his session at @ThingsExpo, Leo Papadopoulos, CTO of Cloud9, discussed the importance of WebRTC and how it enables companies to focus...
Jul. 30, 2016 04:30 PM EDT Reads: 1,125
"My role is working with customers, helping them go through this digital transformation. I spend a lot of time talking to banks, big industries, manufacturers working through how they are integrating and transforming their IT platforms and moving them forward," explained William Morrish, General Manager Product Sales at Interoute, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 30, 2016 04:30 PM EDT Reads: 2,283
Up until last year, enterprises that were looking into cloud services usually undertook a long-term pilot with one of the large cloud providers, running test and dev workloads in the cloud. With cloud’s transition to mainstream adoption in 2015, and with enterprises migrating more and more workloads into the cloud and in between public and private environments, the single-provider approach must be revisited. In his session at 18th Cloud Expo, Yoav Mor, multi-cloud solution evangelist at Cloudy...
Jul. 30, 2016 04:15 PM EDT Reads: 653
Aspose.Total for .NET is the most complete package of all file format APIs for .NET as offered by Aspose. It empowers developers to create, edit, render, print and convert between a wide range of popular document formats within any .NET, C#, ASP.NET and VB.NET applications. Aspose compiles all .NET APIs on a daily basis to ensure that it contains the most up to date versions of each of Aspose .NET APIs. If a new .NET API or a new version of existing APIs is released during the subscription peri...
Jul. 30, 2016 02:30 PM EDT Reads: 1,075
Security, data privacy, reliability, and regulatory compliance are critical factors when evaluating whether to move business applications from in-house, client-hosted environments to a cloud platform. Quality assurance plays a vital role in ensuring that the appropriate level of risk assessment, verification, and validation takes place to ensure business continuity during the migration to a new cloud platform.
Jul. 30, 2016 02:00 PM EDT Reads: 541