IND DAIRYTECH LIMITED ANNOUNCES PROPOSED TAKE PRIVATE TRANSACTION

VANCOUVER, June 30, 2011 /CNW/ - IND DairyTech Limited ("IND" or "the Company") (TSXV:IND) announces today a take private transaction ("Transaction") has been proposed by Mr. Jiabei (Jesse) Zhu through Excel Advance International Ltd. ("Excel") and Unique Way Technology Ltd. ("Unique Way"), two companies controlled by Mr. Zhu.

The Transaction is proposed to be structured principally by way of a 2 million to 1 consolidation (the "Consolidation") of the Common Shares and the Series A preferred shares (the "Preferred Shares") in the capital of the Company. To complete the Transaction, certain pre-Consolidation transactions, including the amendment of the Company's memorandum and articles of association (the "Articles") to permit the compulsory redemption of the fractional interest held by shareholders holding less than one whole Common Share, will be required (the "Pre-Consolidation Amendment'). Following the Consolidation, the Company will compulsorily redeem the fractional Common Shares held by shareholders who hold less than one whole post-Consolidation Common Share, on the basis of $0.50 per pre-Consolidation Common Share held (the "Consideration"). The Consideration represents a premium of approximately 100% over the 30 day volume weighted average price of the Common Shares on the TSX Venture Exchange ("TSXV") and a 65.61% premium over the 60-day volume weighted average of the Common Shares on the TSXV.

Upon completion of the Transaction, it is expected that only 5 holders of Common Shares shall remain including Excel and Unique Way. SAIF Partners III L.P. ("SAIF") will remain as the sole holder of Preferred Shares. Following the completion of the Transaction, the Company will apply to have its Common Shares de-listed from the TSXV. It will also apply to the applicable securities regulatory authorities to cease to be a reporting issuer in each province in which it is currently a reporting issuer following the completion of the Transaction.

A support agreement (the "Support Agreement") has been entered into among the Company, Excel, Unique Way and SAIF setting forth the terms of the Transaction. In addition, an extraordinary general meeting (the "Meeting") of the shareholders has been called for July 29, 2011 (Beijing time) to be held in Beijing, at which time shareholders will be asked to consider, and if deemed advisable, approve the Transaction.  All shareholders of record as of June 29, 2011 (the "Record Date") will be entitled to receive notice of and to vote at the Meeting on the basis of one vote for each Common Share held. Full details of the Transaction, including a summary of the terms of the Support Agreement, will be included in a management information circular expected to be mailed to shareholders on or about June 30, 2011.

The Transaction is subject to all requisite regulatory, stock exchange and shareholder approvals. Under the applicable corporate legislation, the Pre-Consolidation Amendment requires the approval of two-thirds of the votes cast by shareholders at the Meeting. The Consolidation requires the approval of a majority of votes cast by shareholders at the Meeting. In addition, the Transaction is considered to be a "business combination" for the purpose of Policy 5.9 Protection of Minority Security Holders in Special Transactions of the Corporate Finance Manual of the TSXV. As a result, the Pre-Consolidation Amendment and the Consolidation must be approved by a majority of the votes cast by the shareholders other than Excel, Unique Way, their associates and affiliates, and all persons acting jointly or in concert with them (the "Minority Shareholders").  It is expected that approximately 80,529,201 Common Shares will be excluded for the purposes of the vote of the Minority Shareholders.

The board of directors of the Company (the "Board") established a special committee of independent directors (the "Special Committee"), which retained its independent financial advisor to obtain a fairness opinion (the "Fairness Opinion") in respect of the Transaction. Following its deliberations including its review of the Fairness Opinion, the Special Committee determined that the Transaction was in the best interest of the Company and is fair, from a financial point of view, to the Minority Shareholders, and unanimously recommended that the Board approve the Transaction and recommend to the shareholders that they vote in favour of the Transaction.

All directors of the Company entitled to vote unanimously recommend that shareholders vote in favor of the Transaction.

Shareholder should ensure their proxies are submitted and received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which such proxies are to be used.

Assuming the receipt of all necessary approvals and the satisfaction or waiver of all relevant conditions, it is expected that the Transaction will be completed on or about July 30, 2011.

About IND DairyTech Limited

IND, through its operating subsidiaries, is an emerging raw milk and Holsteins producer in China that is seeking to become a leading provider of high quality raw milk and Holsteins to the Chinese dairy industry. To meet China's increasing demand for dairy products, the Company is using Canadian cattle genetics and North American farming practices to establish and develop its dairy herd in China.

The Company plans to develop its herd in China through the use of advanced breeding techniques employing Canadian Holstein embryos that it intends to use to impregnate surrogate cows. These embryos have been created through in vitro fertilization using sexed semen to achieve an approximate 90% female birth rate. The use of these advanced breeding techniques is expected to allow the Company to rapidly expand its herd. The use of Canadian Holstein embryos also provides a practical solution to China's ban on the import of live Canadian cattle.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Forward-Looking Statements:

This news release contains forward-looking statements relating to the proposed Transaction, including statements regarding the structure and completion of the proposed Transaction. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on these forward-looking statements.

The completion of the proposed Transaction is subject to a number of terms and conditions, including, without limitation: (i) approval of the TSX Venture Exchange, (ii) required shareholder approvals, (iii) support of certain remaining shareholders who will not receive the Consideration, and (iv) certain termination rights available to the parties under the Support Agreement. These approvals may not be obtained, or the conditions of the Transaction may not be satisfied in accordance with their terms, and/or the parties to the Support Agreement may exercise their termination rights, in which case the proposed Transaction could be modified, restructured or terminated, as applicable.

The forward-looking statements contained in this news release are made as of the date of this release. Except as required by applicable law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For additional information with respect to certain of these and other assumptions and risks, please refer to the management circular to be filed by the Company with the applicable securities commissions, which will be available at www.sedar.com.

 

SOURCE Ind Dairytech Limited

For further information:

Jesse Zhu
Chief Executive Officer
IND DairyTech Limited
604-522-1619
Selen Zhou
Corporate Secretary
IND DairyTech Limited
604-522-1619

 

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Ind Dairytech Limited

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