TORONTO, July 29, 2016 /CNW/ - Migao Corporation (TSX:MGO) ("Migao" or the "Company") is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has issued a final order (the "Final Order") approving the acquisition by 2521416 Ontario Inc. ("Purchaser") of all of the common shares of the Company (the "Shares") not owned by Purchaser or its affiliates by way of a plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement"). Under the Arrangement, the Shares will be acquired for cash consideration of $0.75 per Share.
Receipt of the Final Order follows the special meeting of the Company's shareholders held on July 27, 2016 (the "Meeting"), wherein the special resolution approving the Arrangement was approved by approximately 85% of the votes cast by the Company's shareholders present in person or represented in proxy at the Meeting. The resolution approving the Arrangement was also passed by approximately 71% of the votes cast by shareholders of the Company, other than those votes that were required to be excluded for the purposes of minority approval under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. Approximately 73% of the Company's shares were present in person or by proxy at the meeting. The closing of the Arrangement is subject to the satisfaction or waiver of all other conditions of the Arrangement. The completion of the Arrangement is expected to occur by the end of August, 2016, and the Shares will be de-listed from the Toronto Stock Exchange thereafter.
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 closing and the anticipated timing of closing of the Arrangement, and the delisting of the Shares following completion of the Arrangement. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Migao's control. Completion of the Arrangement is subject to a number of conditions, including receipt of approvals required by the People's Republic of China, and other conditions which are typical for transactions of this nature. Failure to satisfy any of these conditions may result in the non-completion of the Arrangement. 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, 778-375-3247, [email protected]