KHD Humboldt Wedag International Ltd. Announces Agreement to Acquire the Remaining Shares of Sasamat Capital Corporation
24 April 2006 - 10:30PM
PR Newswire (US)
HONG KONG, April 24 /PRNewswire-FirstCall/ -- KHD Humboldt Wedag
International Ltd. ("KHD") (NASDAQ:KHDH) announces that it has
entered into an arrangement agreement (the "Arrangement") with
Sasamat Capital Corporation ("Sasamat") (Pink Sheets: SSALF), a 51%
subsidiary of KHD which in turn owns 35% of KHD's German
operations, providing for the acquisition by KHD of all of the
outstanding common shares of Sasamat (the "Sasamat Shares"). The
Arrangement is structured such that Sasamat will amalgamate with a
wholly owned subsidiary of KHD under the Canada Business
Corporations Act ("CBCA"). Shareholders of Sasamat will exchange
their Sasamat Shares for shares of KHD (the "KHD Shares") on the
basis of 0.12 KHD Shares for each Sasamat Share held, subject to
adjustment based upon any change greater than 2% in the value of
the KHD Shares that may have occurred as of the last trading day
prior to the effective date of the Arrangement. The effective date
of the Arrangement is scheduled for May 25, 2006 (the "Effective
Date"). The share exchange ratio reflects a purchase price of
CDN$3.57 per Sasamat Share and US$26.35 per KHD Share (being the
closing price on Nasdaq on April 20, 2006). The Arrangement
requires court approval under the CBCA and approval by the
shareholders of Sasamat. The Arrangement is also subject to various
conditions customary for transactions of this type. Sasamat and KHD
have applied to the Supreme Court of British Columbia on April 21,
2006 and obtained an interim order providing, among other things,
for the calling and holding of the special meeting of shareholders
of Sasamat. The Arrangement is to be approved by two-thirds of the
votes cast by Sasamat shareholders and a majority of the votes cast
by the minority shareholders. Sasamat expects to hold its special
general meeting on May 23, 2006. Further information concerning the
Arrangement can be obtained in the Sasamat circular to be filed on
SEDAR. About KHD Humboldt Wedag International Ltd KHD Humboldt
Wedag International Ltd. (the "Company") owns companies that
operate internationally in the industrial plant engineering and
equipment supply industry, and specializes in the cement, coal and
mineral industries. This spring Humboldt Wedag will celebrate its
150th anniversary. To obtain further information on the Company,
please visit our website at http://www.khdhumboldt.com/. Contact
Information: Allen & Caron Inc Rene Randall Joseph Allen
(investors) KHD Humboldt Wedag International Ltd. (212) 691-8087
(604) 683-8286 or Len Hall (media) (949) 474-4300 DATASOURCE: KHD
Humboldt Wedag International Ltd. CONTACT: Investors, Joseph Allen,
+1-212-691-8087, , or Media, Len Hall, +1-949-474-4300, , both of
Allen & Caron Inc, for KHD Humboldt Wedag International Ltd.;
or Rene Randall of KHD Humboldt Wedag International Ltd.,
+1-604-683-8286, Web site: http://www.khdhumboldt.com/
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