Listing: TSX Venture Exchange
Symbol: DNX
TORONTO, Canada (August 29, 2008). Dynex Power Inc. (TSX VENTURE: DNX)
("Dynex"), one of the world’s leading independent suppliers of
specialist, high power semiconductor products, is pleased to announce
that the company has entered into a definitive arrangement agreement
dated August 29, 2008 with Zhuzhou CSR Times Electric Co., Ltd. (“Times
Electric”) pursuant to which Times Electric will acquire in an all cash
transaction 75% of the outstanding common shares of Dynex at a price of
$0.55 per common share. These terms are consistent in all material
aspects with the terms in the Letter of Intent between the two parties
announced on March 31, 2008.
The Board of Directors has
unanimously approved the transaction and is unanimously recommending
that shareholders vote in favour of the transaction. Dynex’s largest
shareholders, Messrs. David Banks and Daniel Owen, both independent
directors of Dynex, who between them own approximately 42% of the common
shares, have entered into a support agreement under which they have
irrevocably undertaken to vote their shares in favour of the
transaction. The Company announced its intention to immediately call a
Special Meeting of shareholders to formally approve the transaction.
Dr.
Paul Taylor, President and Chief Executive Officer of Dynex, said, “I am
delighted that we have signed this agreement. Over the past few months
we have held detailed and fruitful discussions with the management of
Times Electric and during that time we have become highly enthusiastic
about the benefits that this transaction will deliver to our operations
in Lincoln, UK. The potential of bringing our power module, advanced
high power bipolar and R&D capabilities together with Times Electric’s
capital resources, manufacturing capability and their large internal
requirement for power products, offers great opportunity for the future
development of Dynex.”
Times Electric has stated its
intention to retain the services of the senior management team as well
as retain Dynex’s manufacturing plant in Lincoln, England.
Times
Electric is a joint stock limited company incorporated in Hunan Province
in the People’s Republic of China. It is listed on the Hong Kong stock
exchange. Times Electric is the leading train-borne electrical system
provider and integrator for the railway industry in China. It possesses
comprehensive capabilities in research and development, design,
manufacture, sales and customer service. It is also engaged in
developing, manufacturing and selling train power converts, auxiliary
power supply equipment and control systems for trains for urban rail
systems. In addition, Times Electric designs, manufactures and sells
electrical components including power semiconductor devices.
David
Banks, Chairman of Dynex commented, “The Board is delighted that the
definitive documents have been executed for this transaction. We have
taken independent advice to confirm our satisfaction that the price is
fair and we are delighted to have your company in the hands of majority
owners who will help it achieve the great destiny we know it can enjoy
as well as look after our employees. The Times Electric people have
impressed us with their commercial skills and integrity. Through this
process we have developed great respect for their capabilities. We are
therefore very pleased to present this transaction to our shareholders.”
Mr Banks continued “the logic behind this transaction remains as
explained on previous occasions: to find a high quality owner with
greater financial resources who provide synergistic opportunities for
Dynex’s future growth.”
The transaction is to be
carried out by way of a statutory plan of arrangement and is subject to
the approval of two-thirds of the votes cast by Dynex shareholders at a
meeting of shareholders, currently expected to be held on or about the
23rd October 2008, as well as Court approval. The transaction is also
subject to certain other customary conditions, including receipt of
regulatory approvals which includes maintaining the company’s status as
a publicly-listed company on the TSX-V. The proposed transaction is
expected to close at the end of October, shortly after the receipt of
shareholder and Court approvals.
Dynex expects to send an
information circular relating to the transaction to shareholders in the
next couple of weeks. A copy of the agreement providing for the
transaction will be filed with Canadian securities regulators. The
information circular and the agreement providing for the transaction
will be available at www.sedar.com.
There
can be no assurance that the proposed transaction will be consummated
and as a result investors are cautioned against trading in Dynex common
shares based on the signing of this agreement.
About Dynex
Dynex is one of the world’s leading independent suppliers of specialist,
high power semiconductor products. Dynex Semiconductor Ltd is its
operating business and is based in Lincoln, England in a facility
housing the fully integrated silicon wafer fabrication, assembly and
test, sales, design and development operations. Dynex designs and
manufactures high power bipolar discrete semiconductors, power modules,
including insulated-gate bipolar transistors (IGBTs), and high power
electronic assemblies. Dynex products are used world wide in power
electronic applications including electric power generation,
transmission and distribution, marine and rail traction drives,
aircraft, electric vehicles, industrial automation and controls. The
company continues to produce and sell certain high reliability
integrated circuits (ICs) for use in specialist applications led by its
proven radiation hard Silicon-on-Sapphire products for space and nuclear
applications.
Forward Looking Statements
This news release contains forward-looking information. These statements
relate to future events or future performance and reflect management's
current expectations and assumptions. A number of factors could cause
actual events, performance or results to differ materially from the
events, performance and results discussed in the forward-looking
statements. There are a number of factors beyond the control of Dynex
that could result in the termination of the proposed transaction.
The
TSX-Venture Exchange does not accept responsibility for the adequacy or
accuracy of this release.
Press announcements and other
information about Dynex are available on the World Wide Web at
http://www.dynexsemi.com.
For more information:
Dr.
Paul Taylor
President and Chief Executive Officer
or
Bob
Lockwood
Finance Director and Chief Financial Officer
Dynex
Power Inc.
Tel: UK +44 1522 500 500
Email: paul_taylor@dynexsemi.com
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