TORONTO, Dec. 30, 2013 /CNW/ - China Health Labs & Diagnostics Ltd. ("China Health" or the "Company") (TSXV:CHO) announced today that, at the meeting of the Company's shareholders held on December 18, 2013 (the "Meeting"), the shareholders approved the amendments to the Company's Articles, the variation to share rights and the share consolidation for purposes of the going private transaction (the "Transaction") and that on December 28, 2013, the Company received from Century Delight Investment Limited ("Century Delight") the financing to complete the Transaction by way of a compulsory redemption of shares. At the Meeting, 69 shareholders were present in person and by proxy representing a total of 58,384,374 shares (pre-consolidated basis) that were voted at the Meeting. The matters were also approved by a majority of the minority shareholders of the Company, being those shareholders other than Century Delight who owns 47,009,266 shares (pre-consolidated basis).
As previously announced by the Company on November 8, 2013, the Company and Century Delight entered into an agreement (the "Agreement") pursuant to which Century Delight will become the sole shareholder of the Company following the Company taking action to compulsorily redeem for cancellation all of the outstanding shares of the Company not already owned by Century Delight for cash consideration of CAN$0.62 per share (pre-consolidated basis). The Transaction will be effected by way of a share consolidation and redemption under the Companies Law (2013 Revision) of the Cayman Islands. Century Delight is a company indirectly owned and controlled by Mr. Shiping (Wilson) Yao, the Company's President and Chief Executive Officer and a member of the Company's board of directors.
The Transaction will be effected as soon as possible by way of a 47 million to one share consolidation of all of the issued and outstanding shares. The Company will then compulsorily redeem for cancellation all of the shares held by shareholders whose aggregate holding is less than one whole post-consolidation share. As a result, upon completion of the Transaction, only Century Delight will remain as the sole shareholder of the Company. Shareholders holding fractional shares that in aggregate are less than one whole share following the consolidation, will be entitled to receive a cash payment of CAN$0.62 for each pre-consolidation share on the compulsory redemption of such fractional post-consolidations shares. The Company will also pay approximately $67,000 in cash for the buy-out, surrender and cancellation of outstanding share purchase options.
Once the Transaction is completed, the common shares of the Company will be delisted from the TSX Venture Exchange and the Company will also apply to the applicable Canadian securities regulatory authorities to cease to be a reporting issuer in each province in which it is a reporting issuer.
Trading of the Company's shares on the TSX Venture Exchange was voluntarily halted on December 13, 2013, three business days prior to the Meeting; such halt is intended to avoid or minimize settlement and entitlement issues. Trading will remain voluntarily halted until the proposed Transaction is completed.
Neither 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 release.
FORWARD LOOKING INFORMATION
This news release contains forward-looking statements and information that are based on the beliefs of management and reflect China Health's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this news release includes information relating to completion of the going private transaction. The forward-looking information is based on certain assumptions, which could change materially in the future. Such statements and information reflect the current view of China Health with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risk that the Company is unable to complete the share consolidation or the compulsory redemption, the necessary regulatory approvals are not obtained or the transaction may be terminated prior to completion. These and other risks are further described under "Risk Factors" in the Company's management's discussion and analysis dated April 30, 2013, which is available on SEDAR and may be accessed at www.sedar.com. When relying on China Health's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. China Health has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF CHINA HEALTH AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE CHINA HEALTH MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
SOURCE: CHINA HEALTH LABS & DIAGNOSTICS
For further information:
Chief Financial Officer
China Health Labs & Diagnostics Ltd.
Email: [email protected]