Listing: TSX Venture Exchange
TORONTO, Oct. 31 /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 the closing of 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 terms of the statutory plan of arrangement provided that a holder of
Dynex common shares could have elected to tender the Dynex common shares to
Times Electric. The deadline for elections was 5:00 p.m. (Toronto time) on
October 30, 2008.
Elections were made by shareholders prior to the election deadline
tendering an aggregate of 36,990,333 Dynex common shares representing
approximately 91.8% of all issued and outstanding Dynex commons shares,
including those issued on exercise of stock options exercised in accordance
with the terms of the plan of arrangement. Pursuant to the plan of arrangement
a total of 30,146,126 Dynex common shares, representing 75% of all issued and
outstanding Dynex common shares on a post closing basis, were taken up by
Times Electric on a pro rata basis from those shareholders who tendered shares
at a price of $0.55 per share. Due to the fact that the number of common
shares tendered exceeded the number taken up by Times Electric pursuant to the
plan of arrangement, common shares tendered in excess of those taken up by
Times Electric will be returned to the Dynex shareholders who tendered such
common shares. Dynex shares held by shareholders who did not tender to the
transaction remain unaffected.
It is the intention of all parties that Dynex common shares continue to
be listed for trading on the TSX Venture Exchange on a post-closing basis. The
transaction, as well as Dynex's ability to maintain a listing on the TSX
Venture Exchange, is subject to receipt of final regulatory approvals and
satisfaction of tier maintenance requirements.
Dr. Paul Taylor, President and Chief Executive Officer of Dynex, said, "I
am very pleased that the transaction has completed so effectively. Times
Electric is the most successful electrical system and component provider in
China Railways. There is not only excellent product and technology synergy
with Dynex but they also bring strategic focus and access to greater financial
resources. I am looking forward to continuing to lead and develop Dynex under
their ownership, to the benefit of our shareholders and employees".
Mr Lu Penghu, Executive Director and President of Times Electric,
commented "Dynex's operation has been improved during the past years, and now
with the added capability of Times Electric, we would like to see Dynex
perform even better, with its potential competitive strength. Furthermore, we
expect Dynex to develop high power products with advanced high power
technology, R&D capability, and proven reliability and quality, thus to
complement the rapidly growing manufacturing capability and power electronic
system know-how of Times Electric".
Pursuant to the requirements of applicable Canadian securities
legislation, Times Electric is relying on this release to announce that it has
acquired 30,146,126 common shares of Dynex, representing approximately 75% of
the outstanding common shares of Dynex as of closing. Times Electric does not
own any other securities of Dynex. Times Electric acquired the securities for
investment purposes and may, depending on future circumstances, increase or
decrease its beneficial ownership, control or direction over common shares or
other securities of Dynex.
For a full description of the plan of arrangement, please refer to the
management proxy circular of Dynex filed on www.SEDAR.com on October 1, 2008.
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. Times Electric's
address is Shidai Road, Shifeng District, Zhuzhou 412001, Hunan Province,
People's Republic of China.
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.
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, email@example.com