Dynex Power Inc. Announces Shareholder Approval of the Plan of Arrangement

13.03.19

Toronto, ON, Canada, March 11, 2019 - Dynex Power Inc. (“Dynex” or the “Company”) (TSXV: DNX) is pleased to announce the successful results of a special meeting of shareholders of Dynex, held on March 11, 2019 in Toronto, Ontario (the “Meeting”), to approve Zhuzhou CRRC Times Electric Co., Ltd.’s (“TEC”) acquisition of all of the outstanding common shares of Dynex (“Common Shares”) that it does not already own for $0.65 in cash per Common Share by way of a plan of arrangement (the “Arrangement”), as previously announced by the Company on January 18, 2019. 

The Arrangement required approval of a special resolution with respect to the Arrangement by (i) at least 66⅔% of the votes cast by shareholders of the Company present in person or represented by proxy at the Meeting, and (ii) a simple majority of the votes cast by the minority shareholders present in person or represented by proxy at the Meeting (excluding shareholders whose votes are required to be excluded pursuant to MI 61 – 101 Protection of Minority Security Holders in Special TransactionsMI 61-101”)

The special resolution was approved by: (i) an aggregate of 76,700,521 Common Shares, representing 99.95% of the votes cast by shareholders of Dynex present in person or represented by proxy at the Meeting, and (ii) an aggregate of 16,408,269 Common Shares, representing 99.78% of the votes cast by shareholders of Dynex present in person or represented by proxy at the Meeting, excluding the votes attached to Common Shares required to be excluded pursuant to MI 61-101. A total of 95.31% of the issued and outstanding Common Shares of Dynex were voted at the Meeting.

Now that the requisite shareholder approvals have been obtained, a final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement will be sought on March 14, 2019. Provided that the final order is obtained and subject to the satisfaction or waiver of all other conditions specified in the definitive arrangement agreement dated January 18, 2019, it is expected that the Arrangement will be completed on or about March 15, 2019.

Following completion of the Arrangement, Dynex will cease trading on the TSX Venture Exchange and will become a wholly-owned subsidiary of TEC.

cast by shareholders of Dynex present in person or represented by proxy at the Meeting, and (ii) an aggregate of 16,408,269 Common Shares, representing 99.78% of the votes cast by shareholders of Dynex present in person or represented by proxy at the Meeting, excluding the votes attached to Common Shares required to be excluded pursuant to MI 61-101. A total of 95.31% of the issued and outstanding Common Shares of Dynex were voted at the Meeting.

Now that the requisite shareholder approvals have been obtained, a final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement will be sought on March 14, 2019. Provided that the final order is obtained and subject to the satisfaction or waiver of all other conditions specified in the definitive arrangement agreement dated January 18, 2019, it is expected that the Arrangement will be completed on or about March 15, 2019.

Following completion of the Arrangement, Dynex will cease trading on the TSX Venture Exchange and will become a wholly-owned subsidiary of TEC.

 About Dynex Power Inc.

Dynex designs and manufactures high power semiconductors, transistor modules and other electronic assemblies and components. The company's power products are used worldwide in power electronic applications including electric power transmission and distribution, renewable and distributed energy, marine and rail traction motor drives, aerospace, electric vehicles, industrial automation and controls and power supplies. Dynex Semiconductor Ltd. is its only operating business and is based in Lincoln, England. In 2008, a majority of the shares of Dynex were acquired by Zhuzhou CSR Times Electric Co., Ltd. In April 2016 this company changed its name to Zhuzhou CRRC Times Electric Co., Ltd.

About Zhuzhou CRRC Times Electric Co., Ltd.

Zhuzhou CRRC Times Electric Co., Ltd. is based in Hunan Province in the People's Republic of China. It is listed on the Hong Kong Stock Exchange. CRRC Times Electric is mainly engaged in the research, development, manufacture and sales of locomotive train power converters, control systems and other train-borne electrical systems, as well as the development, manufacturing and sales of urban railway train electrical systems. In addition, CRRC Times Electric is also engaged in the design, manufacturing and sales of electric components including power semiconductor devices for the railway industry, urban railway industry and non-railway purposes.

Notice Regarding Forward Looking Statements

This news release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements include statements with respect to all court and regulatory approvals and the completion of the Arrangement.  The forward-looking statements included in this news release are made as of the date of this news release and neither Dynex nor TEC undertakes any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.