VANCOUVER, June 6, 2012 /CNW/ - Polo Biology Global Group Corporation ("Polo" or the "Company") (TSXV-PGG) announced today that it has entered into a purchase & sale letter agreement to be succeeded & replaced by a formal agreement (collectively, the "Disposition Agreement") to sell its wholly-owned subsidiary, Rainbow Trend Limited ("Polo BVI") to Mark Vantage Limited ("Mark Vantage"), a company registered in the British Virgin Islands, for cash consideration of $760,000 CND (the "Transaction"). Polo is treating the Disposition Agreement as non-arm's length since the sole shareholder, director and officer of Mark Vantage is Li Wu, a former director of Polo, and a brother of Hong Ridley, who holds a controlling share position in Polo.
The sale of Polo BVI will result in the Company exiting its operations in China because it is through Polo BVI that the Company indirectly owns its various businesses engaged in researching, developing, manufacturing and selling nutritional and personal care products, and also engaged in manufacturing and selling ferment biology fertilizer for the Chinese domestic agricultural market.
A special committee ("Special Committee") of independent members of the board of directors (the "Board") of Polo reviewed the proposed transaction as well as 3 other arms length purchase offers received by Polo for Polo BVI. Such offers were made by companies based in China that work in, and are knowledgeable of, Polo BVI's businesses. The Special Committee concluded that as all offers were on substantially similar terms except for the purchase price offered, and as Mark Vantage offered to pay the highest purchase price, the Special Committee recommended that the Board accept the Mark Vantage offer. At a subsequent Board meeting, at which "interested" directors abstained from voting, the Board considered all offers as well as an independent formal valuation ("Valuation") and fairness opinion ("Fairness Opinion") provided by an independent corporate finance firm specializing in the area of valuations retained by Polo, which valued Polo BVI in the range of $720,000 to $770,000. The Board unanimously approved the offer from Mark Vantage.
The Transaction will not close until the Company has obtained acceptance for filing of the Disposition Agreement by the regulatory authorities (including without limitation the TSXV Venture Exchange (the "TSXV")) and approval of the Company's shareholders, which is expected to be received at a special meeting of the shareholders scheduled in August, 2012 (the "Meeting"). The Meeting date, schedule and other related information will be announced soon. Mark Vantage has represented and warranted to the Company that there are, and will be, no approvals from, filings with, or registration with any Chinese regulatory authorities having jurisdiction in order to complete the transactions contemplated by the Disposition Agreement.
The Company's shareholders will be asked at the Meeting to authorize and approve the Transaction by way of special resolution (the "Special Resolution") as required under the Business Corporations Act (British Columbia). Pursuant to Exchange Policy 5.9 which adopts Multilateral Instrument 61-101 ("Protection of Minority Security Holders in Special Transactions"), Polo expects to have the Transaction approved by a simple majority of the votes cast by the Company's shareholders, excluding "interested" shareholders, such as Mark Vantage, the controlling shareholder, and related parties to the controlling shareholder of Mark Vantage (those shareholders who are permitted to vote are referred to as the "Minority Shareholders").
Provided the Special Resolution receives the required approval by 66(2/3)% of the votes cast at the Meeting, the Minority Shareholders approve the Transaction, and assuming the other conditions required under the terms of the Disposition Agreement have been satisfied or waived as appropriate, the Company expects that the Transaction will close in September, 2012.
Upon closing of the Transaction, the Company will have disposed of, and successfully exited from, its nutrition, personal care, and fertilizer businesses in China. Company management will commence a search for new business opportunities, but none to date have offered satisfactory risk weighted returns to shareholders on negotiated terms. Furthermore, until the successful sale of its Chinese interests, Polo has needed to maintain significant cash resources to protect the value of its businesses in China since the revenues and net results for the 2011 fiscal year (revenue $1,584,000, compared to $2,636,000 in 2010, and net loss $1,101,000, compared with net income of $50,000 in 2010) and the first quarter ended on March 31, 2012 (revenue $159,000, compared to $368,000 in the same period in 2011, and net loss $159,000, compared with net loss $83,000 in the same period in 2011) were significantly decreased. It would require a significant amount of cash to maintain the business operations in China and it is currently very difficult to raise money in the North American capital markets.
Given the challenges the Company has faced in China with the significant decrease of both revenues and net income, low cash flows, and the difficulties to raise money, the Board believes continuously keeping the current business operations or any further investment in the Company's existing businesses would be very high risk and, in the Company's view, unlikely to generate satisfactory returns to shareholders.
Polo's decision to exit China represents the Company's strategy to focus on acquiring business interests in lower risk jurisdictions and in businesses where Polo's skills and knowledge could enhance shareholder value and the success of the Company.
This news release contains "forward-looking statements". Forward-looking statements include, but are not limited to, statements with respect to the plans for completion of the disposition of all or substantially all of the Company's undertaking, future plans and objectives of the Company, estimation of profitability, the timing and content of upcoming business plans, capital expenditures, success of business operations, risks, and limitations on insurance coverage. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, delays in obtaining regulatory approvals on acceptable terms; delays in obtaining shareholder approval; risks related to international operations; actual results of planned expansion activities; changes in project parameters as plans continue to be refined; future prices of supplies and market prices for products; exchange rates for Canadian, Chinese and any other currencies material to the Company's businesses; accidents, labour disputes and other risks of the industries that the Company is currently operating in; delays in obtaining governmental approvals or financings or in the completion of development activities; Chinese government policies impacting the Company's businesses; general economic, market or business conditions. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements or information made in this news release, except as required under applicable securities legislation.
Neither TSX Venture Exchange nor its "Regulation Services Provider", as that term is defined in the policies of the TSX Venture Exchange, accepts responsibility for the adequacy or accuracy of this News Release.
For further information:
Jeff Zheng, President
Polo Biology Global Group Corporation