Listing: TSX Venture Exchange
TORONTO, Oct. 24 /CNW Telbec/ - Dynex Power Inc. (TSX VENTURE: DNX)
("Dynex"), one of the world's leading independent suppliers of specialist,
high power semiconductor products, today announced that Dynex's shareholders
yesterday approved the acquisition of 75% of the outstanding common shares of
Dynex by Zhuzhou CSR Times Electric Co., Ltd. ("Times Electric") pursuant to a
definitive arrangement agreement signed by both parties and announced on
August 29, 2008 (the "Arrangement").
At the special meeting of the shareholders of Dynex, the proposed
Arrangement was approved by over 99% of the votes cast at the meeting with
approximately 80% of all outstanding shares being represented at the meeting.
Following that approval, Dynex sought and received an order of the Ontario
Superior Court of Justice confirming that the terms and conditions of the
Arrangement are fair and reasonable to Dynex and its shareholders and
approving the Arrangement. The parties intend to proceed to close the
Arrangement on October 31, 2008 or as soon as practical thereafter.
The terms of the proposed plan of arrangement provide that a holder of
Dynex common shares may elect to tender the Dynex common shares they hold to
Times Electric. An election notice was included with the materials mailed to
all registered shareholders in connection with the recent special meeting and
is also available on www.SEDAR.com. Any Dynex shareholder that holds Dynex
common shares through a broker or other nominee holder and wishes to tender
some or all of the Dynex common shares held in connection with the arrangement
should contact the nominee holder as soon as possible to provide instructions
in this regard.
IN ORDER TO BE COUNTED, ELECTION NOTICES MUST BE RECEIVED BY DYNEX'S
TRANSFER AGENT, COMPUTERSHARE INVESTOR SERVICES, PRIOR TO 5:00 P.M. (TORONTO
TIME) ON OCTOBER 30, 2008. Detailed instructions for completion and delivery
of election notices are included in the election notice.
The transaction is subject to certain other customary conditions,
including receipt of regulatory approvals which includes maintaining Dynex's
status as a publicly-listed company on the TSX-V. There can be no assurance
that the proposed transaction will be consummated and as a result investors
are cautioned against trading in Dynex common shares based on the foregoing.
Dr. Paul Taylor, President and Chief Executive Officer of Dynex, said, "I
am delighted that there was such strong shareholder endorsement for this
transaction. We believe the future of Dynex will be stronger under the new
ownership. Their greater financial strength, their engineering and
manufacturing competence, and their future demand for Dynex products will help
Dynex to realize its future potential."
David Banks, Chairman of Dynex, said, "We are gratified with the approval
of a transaction so strongly endorsed by the Board. We welcome the new
majority ownership by Times Electric. Over the past year we have come to
respect and admire the company and its management. Times Electric brings not
only much needed financial strength but great operational synergies.
Personally, I look forward to an exciting future."
Mr. Lu Penghu, Executive Director and President of Times Electric, said,
"I am delighted that the joint effort of all parties has brought the
transaction so close to a successful conclusion. CSR Times Electric intends to
invest further in Dynex to enable Dynex to realize its potential."
About Times Electric
Times Electric is a joint stock company incorporated in Hunan Province in
the People's Republic of China with limited liability. It is listed on the
Hong Kong stock exchange (www.timeselectric.cn/en). Times Electric is the
leading train-borne electrical system provider and integrator for the railway
industry in China. It possesses comprehensive capabilities in research and
development, design, manufacture sales and customer service. Times Electric is
also engaged in developing, manufacturing and selling train power converters,
auxiliary power supply equipment and control systems for trains for urban rail
systems. In addition, Times Electric designs, manufactures and sells
electrical components including power semiconductor devices.
Dynex is one of the world's leading independent suppliers of specialist,
high power semiconductor products. Dynex Semiconductor Ltd is its operating
business and is based in Lincoln, England in a facility housing the fully
integrated silicon wafer fabrication, assembly and test, sales, design and
development operations. Dynex designs and manufactures high power bipolar
discrete semiconductors, power modules, including insulated-gate bipolar
transistors (IGBTs), and high power electronic assemblies. Dynex products are
used world wide in power electronic applications including electric power
generation, transmission and distribution, marine and rail traction drives,
aircraft, electric vehicles, industrial automation and controls. The company
continues to produce and sell certain high reliability integrated circuits
(ICs) for use in specialist applications led by its proven radiation hard
Silicon-on-Sapphire products for space and nuclear applications.
Forward Looking Statements
This news release contains forward-looking information. These statements
relate to future events or future performance and reflect management's current
expectations and assumptions. A number of factors could cause actual events,
performance or results to differ materially from the events, performance and
results discussed in the forward-looking statements. There are a number of
factors beyond the control of Dynex that could result in the termination of
the proposed transaction.
The TSX-Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
Press announcements and other information about Dynex are available on
the World Wide Web at http://www.dynexsemi.com.
For further information:
For further information: Dr. Paul Taylor, President and Chief Executive
Officer; Bob Lockwood, Finance Director and Chief Financial Officer, Dynex
Power Inc., +44 1522 500 500, firstname.lastname@example.org