TORONTO, Sept. 6, 2016 /CNW/ - Migao Corporation (TSX:MGO) ("Migao" or the "Company") announces today the completion of the previously announced acquisition by 2521416 Ontario Inc. (the "Purchaser") of all of the common shares of the Company (the "Shares") not owned by the Purchaser or any of its affiliates by way of a plan of arrangement under the Business Corporations Act (Ontario) for cash consideration of $0.75 per Share (the "Arrangement"), for total consideration of $25,960,911.00. The Purchaser acquired 34,614,548 Shares pursuant to the Arrangement, representing approximately 66% of the issued and outstanding Shares. As a result of the Arrangement, the Purchaser and its affiliates now own 100% of the issued and outstanding Shares.
Prior to the Arrangement, the Purchaser did not hold any Shares and Migao International Holding Limited ("MIHL"), an affiliate of the Purchaser, held (and currently owns) 17,746,612 Shares and Liu Guocai ("Mr. Liu"), an affiliate of the Purchaser and MIHL, held (and currently owns) 135,000 Shares. It is expected that MIHL and Mr. Liu will indirectly transfer the 17,746,612 Shares and 135,000 Shares, respectively, to the Purchaser.
The Shares will be delisted from the Toronto Stock Exchange and the Company expects such delisting to be effective shortly thereafter. In addition, as soon as practicable following the delisting from the Toronto Stock Exchange, the Company will apply for and will make the required filings with the relevant Canadian securities regulatory authorities in order for the Company to cease to be a reporting issuer in all jurisdictions in which it is currently a reporting issuer.
Registered shareholders of the Company who have not yet sent letters of transmittal accompanied by original Share certificates to TSX Trust Company, the depositary for the Arrangement, are reminded that they should properly complete the letters of transmittal and send them to TSX Trust Company promptly as described in the management information circular addressed to the Company's shareholders dated June 24, 2016 in order to receive the cash consideration for their Shares. The management information circular and the letter of transmittal are available on SEDAR at www.sedar.com under the Company's profile. Shareholders who hold their Shares through a broker or other intermediary may contact that broker or other intermediary for instructions and assistance in receiving the consideration for their Shares.
Migao Corporation, through its wholly owned subsidiaries, owns and operates fertilizer production plants in various strategic locations across China for the production and sale of specialty potash fertilizer (potassium nitrate and potassium sulphate) to China's agricultural market. Migao Corporation is subject to, and complies with strict government regulations that govern safety, quality and environmental protection. Migao's Sichuan facility is ISO 14001 certified, an international environmental management standard. Please visit www.migaocorp.com for further information.
Caution Regarding Forward-looking Information
Certain information set forth in this press release, including information and statements which may contain words such as "expects", "will" and similar expressions and statements relating to matters that are not historical facts, contain forward-looking statements, including but not limited to statements regarding: the delisting of the Shares, and the ceasing to be a reporting issuer in the relevant Canadian provinces. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Migao's control, including completion of delisting of the Shares and ceasing to be a reporting issuer in the relevant Canadian provinces. The foregoing list is not exhaustive. Additional information on these and other risks that could affect completion of the Arrangement were set forth in the information circular in respect of the Meeting, which is available on SEDAR at www.sedar.com. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The actual results, performance or achievement of Migao could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur. Migao disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
SOURCE Migao Corporation
For further information: Helen Lu, Chief Financial Officer, Migao Corporation, 1300-1500 West Georgia Street, Vancouver, British Columbia V6G 2Z6, 778-375-3247, [email protected]; Address of Purchaser: 199 Bay Street, Suite 4000, Commerce Court West, Toronto, Ontario, M5L 1A9