Listing: TSX Venture Exchange
Symbol: DNX
TORONTO, Canada (October 24, 2008). Dynex Power Inc. (TSX VENTURE: DNX)
("Dynex"), one of the world’s leading independent suppliers of
specialist, high power semiconductor products, today announced that
Dynex’s shareholders yesterday approved the acquisition of 75% of the
outstanding common shares of Dynex by Zhuzhou CSR Times Electric Co.,
Ltd. (“Times Electric”) pursuant to a definitive arrangement agreement
signed by both parties and announced on August 29, 2008 (the
“Arrangement”).
At the special meeting of the
shareholders of Dynex, the proposed Arrangement was approved by over 99%
of the votes cast at the meeting with approximately 80% of all
outstanding shares being represented at the meeting. Following that
approval, Dynex sought and received an order of the Ontario Superior
Court of Justice confirming that the terms and conditions of the
Arrangement are fair and reasonable to Dynex and its shareholders and
approving the Arrangement. The parties intend to proceed to close the
Arrangement on October 31, 2008 or as soon as practical thereafter.
The
terms of the proposed plan of arrangement provide that a holder of Dynex
common shares may elect to tender the Dynex common shares they hold to
Times Electric. An election notice was included with the materials
mailed to all registered shareholders in connection with the recent
special meeting and is also available on www.SEDAR.com. Any Dynex
shareholder that holds Dynex common shares through a broker or other
nominee holder and wishes to tender some or all of the Dynex common
shares held in connection with the arrangement should contact the
nominee holder as soon as possible to provide instructions in this
regard.
IN ORDER TO BE COUNTED, ELECTION NOTICES MUST BE
RECEIVED BY DYNEX’S TRANSFER AGENT, COMPUTERSHARE INVESTOR SERVICES,
PRIOR TO 5:00 P.M. (TORONTO TIME) ON OCTOBER 30, 2008. Detailed
instructions for completion and delivery of election notices are
included in the election notice.
The transaction is subject to
certain other customary conditions, including receipt of regulatory
approvals which includes maintaining Dynex’s status as a publicly-listed
company on the TSX-V. 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 foregoing.
Dr.
Paul Taylor, President and Chief Executive Officer of Dynex, said, “I am
delighted that there was such strong shareholder endorsement for this
transaction. We believe the future of Dynex will be stronger under the
new ownership. Their greater financial strength, their engineering and
manufacturing competence, and their future demand for Dynex products
will help Dynex to realize its future potential.”
David
Banks, Chairman of Dynex, said, “We are gratified with the approval of a
transaction so strongly endorsed by the Board. We welcome the new
majority ownership by Times Electric. Over the past year we have come to
respect and admire the company and its management. Times Electric
brings not only much needed financial strength but great operational
synergies. Personally, I look forward to an exciting future.”
Mr.
Lu Penghu, Executive Director and President of Times Electric, said, “I
am delighted that the joint effort of all parties has brought the
transaction so close to a successful conclusion. CSR Times Electric
intends to invest further in Dynex to enable Dynex to realize its
potential.”
About Times Electric
Times
Electric is a joint stock company incorporated in Hunan Province in the
People’s Republic of China with limited liability. It is listed on the
Hong Kong stock exchange (www.timeselectric.cn/en). 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. Times Electric is also engaged in developing, manufacturing and
selling train power converters, 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.
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:
investorrelations@dynexsemi.com
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