|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.
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