Listing: TSX Venture Exchange
TORONTO, Aug. 29 /CNW Telbec/ - Dynex Power Inc. (TSX VENTURE: DNX)
("Dynex"), one of the world's leading independent suppliers of specialist,
high power semiconductor products, is pleased to announce that the company has
entered into a definitive arrangement agreement dated August 29, 2008 with
Zhuzhou CSR Times Electric Co., Ltd. ("Times Electric") pursuant to which
Times Electric will acquire in an all cash transaction 75% of the outstanding
common shares of Dynex at a price of $0.55 per common share. These terms are
consistent in all material aspects with the terms in the Letter of Intent
between the two parties announced on March 31, 2008.
The Board of Directors has unanimously approved the transaction and is
unanimously recommending that shareholders vote in favour of the transaction.
Dynex's largest shareholders, Messrs. David Banks and Daniel Owen, both
independent directors of Dynex, who between them own approximately 42% of the
common shares, have entered into a support agreement under which they have
irrevocably undertaken to vote their shares in favour of the transaction. The
Company announced its intention to immediately call a Special Meeting of
shareholders to formally approve the transaction.
Dr. Paul Taylor, President and Chief Executive Officer of Dynex, said, "I
am delighted that we have signed this agreement. Over the past few months we
have held detailed and fruitful discussions with the management of Times
Electric and during that time we have become highly enthusiastic about the
benefits that this transaction will deliver to our operations in Lincoln, UK.
The potential of bringing our power module, advanced high power bipolar and
R&D capabilities together with Times Electric's capital resources,
manufacturing capability and their large internal requirement for power
products, offers great opportunity for the future development of Dynex."
Times Electric has stated its intention to retain the services of the
senior management team as well as retain Dynex's manufacturing plant in
Times Electric is a joint stock limited company incorporated in Hunan
Province in the People's Republic of China. It is listed on the Hong Kong
stock exchange. 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. It is also engaged in developing, manufacturing
and selling train power converts, 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
David Banks, Chairman of Dynex commented, "The Board is delighted that
the definitive documents have been executed for this transaction. We have
taken independent advice to confirm our satisfaction that the price is fair
and we are delighted to have your company in the hands of majority owners who
will help it achieve the great destiny we know it can enjoy as well as look
after our employees. The Times Electric people have impressed us with their
commercial skills and integrity. Through this process we have developed great
respect for their capabilities. We are therefore very pleased to present this
transaction to our shareholders." Mr Banks continued "the logic behind this
transaction remains as explained on previous occasions: to find a high quality
owner with greater financial resources who provide synergistic opportunities
for Dynex's future growth."
The transaction is to be carried out by way of a statutory plan of
arrangement and is subject to the approval of two-thirds of the votes cast by
Dynex shareholders at a meeting of shareholders, currently expected to be held
on or about the 23rd October 2008, as well as Court approval. The transaction
is also subject to certain other customary conditions, including receipt of
regulatory approvals which includes maintaining the company's status as a
publicly-listed company on the TSX-V. The proposed transaction is expected to
close at the end of October, shortly after the receipt of shareholder and
Dynex expects to send an information circular relating to the transaction
to shareholders in the next couple of weeks. A copy of the agreement providing
for the transaction will be filed with Canadian securities regulators. The
information circular and the agreement providing for the transaction will be
available at www.sedar.com.
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 signing of this agreement.
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; or Bob Lockwood, Finance Director and Chief Financial Officer, Dynex
Power Inc., +44 1522 500 500, email@example.com