Listing: TSX Venture Exchange
Symbol: DNX
TORONTO, Canada (October 31, 2008). Dynex Power Inc. (TSX VENTURE: DNX)
("Dynex"), one of the world’s leading independent suppliers of
specialist, high power semiconductor products, today announced the
closing of 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”).
The
terms of the statutory plan of arrangement provided that a holder of
Dynex common shares could have elected to tender the Dynex common shares
to Times Electric. The deadline for elections was 5:00 p.m. (Toronto
time) on October 30, 2008.
Elections were made by shareholders
prior to the election deadline tendering an aggregate of 36,990,333
Dynex common shares representing approximately 91.8% of all issued and
outstanding Dynex commons shares, including those issued on exercise of
stock options exercised in accordance with the terms of the plan of
arrangement. Pursuant to the plan of arrangement a total of 30,146,126
Dynex common shares, representing 75% of all issued and outstanding
Dynex common shares on a post closing basis, were taken up by Times
Electric on a pro rata basis from those shareholders who tendered shares
at a price of $0.55 per share. Due to the fact that the number of
common shares tendered exceeded the number taken up by Times Electric
pursuant to the plan of arrangement, common shares tendered in excess of
those taken up by Times Electric will be returned to the Dynex
shareholders who tendered such common shares. Dynex shares held by
shareholders who did not tender to the transaction remain unaffected.
It
is the intention of all parties that Dynex common shares continue to be
listed for trading on the TSX Venture Exchange on a post-closing basis.
The transaction, as well as Dynex’s ability to maintain a listing on the
TSX Venture Exchange, is subject to receipt of final regulatory
approvals and satisfaction of tier maintenance requirements.
Dr.
Paul Taylor, President and Chief Executive Officer of Dynex, said, “I am
very pleased that the transaction has completed so effectively. Times
Electric is the most successful electrical system and component provider
in China Railways. There is not only excellent product and technology
synergy with Dynex but they also bring strategic focus and access to
greater financial resources. I am looking forward to continuing to lead
and develop Dynex under their ownership, to the benefit of our
shareholders and employees”.
Mr Lu Penghu, Executive
Director and President of Times Electric, commented “ Dynex’s operation
has been improved during the past years, and now with the added
capability of Times Electric, we would like to see Dynex perform even
better, with its potential competitive strength. Furthermore, we expect
Dynex to develop high power products with advanced high power
technology, R&D capability, and proven reliability and quality, thus to
complement the rapidly growing manufacturing capability and power
electronic system know-how of Times Electric”.
Pursuant to
the requirements of applicable Canadian securities legislation, Times
Electric is relying on this release to announce that it has acquired
30,146,126 common shares of Dynex, representing approximately 75% of the
outstanding common shares of Dynex as of closing. Times Electric does
not own any other securities of Dynex. Times Electric acquired the
securities for investment purposes and may, depending on future
circumstances, increase or decrease its beneficial ownership, control or
direction over common shares or other securities of Dynex.
For a
full description of the plan of arrangement, please refer to the
management proxy circular of Dynex filed on www.SEDAR.com on October 1,
2008.
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. Times Electric’s address is Shidai Road, Shifeng
District, Zhuzhou 412001, Hunan Province, People’s Republic of China.
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.
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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