Dynex Completes Plan of Arrangement
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.