TORONTO, Feb. 26, 2015 /CNW/ - Sunwah International Limited (TSX: SWH) ("Sunwah") and Perfect Dream Holdings Limited ("Perfect Dream") announce that Perfect Dream will take-up all common shares (the "Shares") of Sunwah validly deposited as at 5:00 p.m. (Toronto time) on February 26, 2015 under the offer to purchase dated January 19, 2015 (the "Offer"). At the time of this news release, 23,039,783 Shares (representing approximately 24.7% of the issued and outstanding Shares) have been validly deposited under the Offer, including the 17,363,526 Shares (representing approximately 18.6% of the issued and outstanding Shares) owned or controlled by Mr. Paul Lam and Ms. Erica Lam, both of whom had entered into binding lock-up agreements with Perfect Dream. All conditions to the Offer have been satisfied and Perfect Dream will pay the offer price of $0.20 for each of the Shares validly deposited and will acquire the Shares under the terms and conditions of the Offer and in accordance with applicable securities regulations. Prior to the take-up of the Shares validly deposited, the shareholders of Perfect Dream, being Dr. Jonathan Choi and Michael Choi, each of whom is also a director of Sunwah (together, the "Offering Shareholders"), beneficially own, directly and indirectly, or exercise control or direction over, an aggregate of 61,816,247 Shares, representing approximately 66.4% of the issued and outstanding Shares.
Perfect Dream also announces that it is extending the expiry date of the Offer to 5:00 p.m. (Toronto time) on March 9, 2015 in order to allow Sunwah shareholders who have not yet accepted the Offer with an opportunity to do so. A formal notice of extension (the "Notice of Extension") will be filed on SEDAR under Sunwah's profile at www.sedar.com and will be mailed to all Sunwah shareholders. The Notice of Extension should be read in conjunction with the Offer and its accompanying circular dated January 19, 2015.
Shareholders who have validly deposited and not withdrawn their Shares do not need to take any further action to accept the Offer.
The Sunwah Board of Directors has recommended that Shareholders reject the Offer. The factors considered by the Board in recommending to Shareholders that they not accept the Offer are set out in the Directors' Circular dated January 19, 2015, which should be read in its entirety. A copy of the Directors' Circular is available on SEDAR under Sunwah's profile at www.sedar.com. Some of the factors considered in making such recommendation are also set out in the Company's news release dated January 19, 2015.
The Directors' Circular is not, and is not intended to be, investment advice to Shareholders as each shareholder's circumstances are different. Any Shareholder who is in doubt as to how to respond to the Offer, including whether or not to deposit or to withdraw his or her Shares, should consult his or her own investment dealer, tax advisor, lawyer or other professional advisor. Shareholders are urged to make their own decisions regarding whether to accept or reject the Offer after carefully considering the Offer and the factors set out the Directors' Circular. The Sunwah Board of Directors strongly encourages Shareholders to read the Directors' Circular in its entirety, in particular the "Reasons For a Rejection Recommendation".
As set out in the Offeror's Circular dated January 19, 2015, Perfect Dream does not intend to effect a second step going private transaction or to acquire Shares on a compulsory basis. A copy of Offeror's Circular, as well as the related offer documents, are available on SEDAR under Sunwah's profile at www.sedar.com. Upon completion of the Offer, there will be no certainty with respect to the liquidity of the Shares, although it is the stated intention of the Offering Shareholders that they will take reasonable commercial steps for Sunwah to maintain its listing on the TSX, including compliance with the TSX's market value and public distribution requirements.
Shareholders whose Shares are registered in the name of a stockbroker, investment dealer, bank, trust company or other nominee should immediately contact that nominee for assistance if they wish to accept the Offer in order to take the necessary steps to be able to deposit their Shares under the Offer. Computershare Investor Services Inc. is the depositary for the Offer.
About Sunwah International Limited
Sunwah International Limited (TSX: SWH) is a strategically positioned asset-based financial services provider, linking the global investment community with China's high growth economy. Founded in 1990 and backed by prominent Hong Kong based conglomerate, Sunwah Group, a key element of Sunwah's growth strategy involves identifying and advancing select international opportunities that are poised to benefit from proliferating consumerism in China and development in key areas of Southeast Asia. Sunwah is uniquely positioned to capitalize on this demand and the global economic changes stemming from this shift, leveraging a 24-year track record and an extensive relationship/strategic investor network throughout Asia. Sunwah operates from six offices located in Hong Kong, Beijing, Shanghai, Shenzhen, Macau and Toronto.
The organization's primary Hong Kong-based subsidiary, Sunwah Kingsway Capital Holdings Limited, is listed on the Stock Exchange of Hong Kong under the stock code 188. Sunwah Kingsway is licensed to provide a range of financial solutions in Hong Kong and abroad that include award-winning brokerage services and innovative corporate finance offerings.
Founded in 1990, Sunwah is listed on the Toronto Stock Exchange under the symbol SWH.
This press release contains forward-looking statements which reflect Sunwah's current expectations regarding future events. The forward-looking statements, such as those relating to the Offer, involve risks and uncertainties, such as the risk that the Offer may be varied; the risks related to certain directors and executive officers of Sunwah having interests in the Offer that are different from other Shareholders; the risks relating to the delivery and availability of relevant documentation in connection with the Offer; the risks relating to the outcome and merits of the Offer; the risks relating to impact of the Offer on the liquidity and market value of Sunwah's shares and on Sunwah's ability to maintain its TSX listing; and other factors as set out in the Directors' Circular or discussed under "Risk Factors" in the Annual Information Form of the Company dated September 23, 2014. Actual results could differ materially from those projected herein. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize.
SOURCE Sunwah International Limited
For further information: please contact: Kristen Humphrey, Sunwah International Limited, (416) 888-2323, [email protected]