Dynex Shareholders Approve Proposed Plan of Arrangement
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.